Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each the LC Issuer, the Swingline Lenders Issuer 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning XxxxxxLender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) 500,000 or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 100,000 or such Xxxxxx’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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and AssumptionAcceptance, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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 (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower, the LC Issuer and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender and (B) any Lender may at any time, without the consent of the Borrower, the LC Issuer or the Administrative Agent, and without any requirement to have an Assignment and Acceptance executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning XxxxxxLender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such XxxxxxLender’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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and

Assignments and Participations. (a) Each Lender mayThe provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, with except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and (ii) a Lender may not assign or otherwise transfer any of its rights or obligations hereunder to anyone other than an Eligible Assignee; provided, that a Lender shall provide notice of such assignment to the Borrower, each LC Issuerthe Servicer, the Swingline Lenders Backup Servicer and the Administrative Agent (which consents Deal Agent. Except in the case of an assignment to another then existing Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and/or Revolving Loans, the amount of the Commitment or Revolving Loans subject to any assignment shall not be less than $10,000,000, unless the Deal Agent, and, so long as no Termination Event has occurred and is continuing or such assignment is to any Federal Reserve Bank, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such . Each partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and Revolving Loans or the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the Commitment assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Deal Agent an Assignment and Assumption, Assumption (together with a processing and recordation fee of $3,500 (which shall be payable by one or more of 3,500; provided, that the parties Deal Agent may, in its sole discretion, elect to the Assignment waive such processing and Assumption, and not by the Borrower (except recordation fee in the case of a demand under Section 8.07(g)), any assignment) and shall provide a copy thereof to the Collateral Agent, the Servicer, the Backup Servicer and the Borrower. The assignee, if it is not be payable if a Lender, shall deliver to the assignee is a Federal Reserve Bank)Deal Agent an Administrative Questionnaire. Nothing in this Agreement, (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a)expressed or implied, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed construed to have consented to confer upon any such assignment unless it shall object thereto by written notice to Person (other than the Administrative Agent within five Business Days after having received notice thereof. Upon such executionparties hereto, deliverytheir respective successors and assigns permitted hereby, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, or any participants to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumptionprovided in Section 12.1(b) hereof) any legal or equitable right, have the rights and obligations remedy or claim under or by reason of a Lender hereunder andthis Agreement.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the BorrowerAdministrative Agent, and, so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (in each LC Issuercase, the Swingline Lenders and the Administrative Agent (which consents shall such consent not to be unreasonably withheld or delayedwithheld), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Working Capital Note or Working Capital Notes held by it); provided, however, that no consent by the Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate of such Lender; provided further 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 the assigning Xxxxxx’s Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an or integral multiple multiples of $1,000,000 or such Xxxxxx’s entire Commitmentin excess thereof), (iii) each such assignment shall be to an Eligible Assignee, and (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 AssumptionAcceptance, together with any Working Capital Note or Working Capital Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,500.

Assignments and Participations. (a) Each Lender 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 following a demand by the Borrower such Lender pursuant to Section 8.07(g2.10 or 2.12) or (h) shall upon at least five Business Days’ notice to such Lender and the extent required by such SectionPaying Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxxcase of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of the Borrower and the Administrative Agent otherwise consent) or, if lesseffectiveness of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentBorrower), (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 Paying Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Assumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the processing and recordation fee set forth in sub-clause (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and iv) above shall not be payable if the assignee is a Federal Reserve Bank), (vA) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach an assignment by any Lender Party to an Affiliate or an Approved Fund of Section 5.02(csuch Lender Party, or (B) only) or Section 6.01(e) and (vi) the Borrower shall be deemed with respect to have consented to any such an assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be which is both by and to an existing Lender Party or (y) with a party hereto and, stated effective date occurring prior to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have 90th day after the rights and obligations of a Lender hereunder andClosing Date hereof.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Administrative Agent (which consents shall not be unreasonably withheld or delayed)Agent, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxxcase of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) or, if lessand so long as no Default shall have occurred and is continuing at the time of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentBorrower), (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 (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Assumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the processing and recordation fee set forth in sub-clause (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and iv) above shall not be payable if the assignee is a Federal Reserve Bank), (vA) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach an assignment by any Lender Party to an Affiliate or an Approved Fund of Section 5.02(csuch Lender Party, or (B) only) or Section 6.01(e) and (vi) the Borrower shall be deemed with respect to have consented to any such an assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be which is both by and to an existing Lender Party or (y) with a party hereto and, stated effective date occurring prior to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have 90th day after the rights and obligations of a Lender hereunder andClosing Date hereof.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Group Assets Commitment, Springdale Advance Continuation Commitment, the Advances owing to it and its participation in Facility LCsthe Notes held by it), including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations of such Lender under and in respect of each of the assigning XxxxxxSpringdale Facility and the Group Assets Facility and shall be made on a pro rata basis with respect to each such Lender’s (A) Springdale Advances and Group Assets Advances and (B) rights and obligations under each of the Springdale Facility and the Group Assets Facility, (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 an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Group Assets Commitment and Springdale Advance Continuation Commitment being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s CommitmentAgent), and shall be an integral multiple in increments of $1,000,000 or such Xxxxxx’s entire Commitment250,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower (in each case, such consent not to be unreasonably withheld), except assignments to any other Lender, an Affiliate of any Lender, any Approved Fund or to any Federal Reserve 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which 3,500; provided that only one such fee shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect contemporaneous assignments to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andtwo or more Approved Funds.

Assignments and Participations. (a) Each Lender may, may (in the ordinary course of its business and in accordance 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(gapplicable law) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and or obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights or obligations under and in respect of one or more Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 2.5 million (unless or, in the case of each Term Facility, $1 million) (treating assignments to two or more Approved Funds as one assignment for purposes of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentminimum amounts), (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 (and to the Borrower if its consent is required pursuant to the terms hereof), for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (with only one such fee payable in connection with simultaneous assignments to Approved Funds) (which shall fee may be payable by one or more of the parties to the Assignment and Assumption, and not waived by the Borrower (except in the case of a demand under Section 8.07(gAdministrative Agent)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and.

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Administrative Borrower pursuant to Section 8.07(g2.07(d) or (h) shall upon at least five Business Days’ notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances Term Loans owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each 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 an Approved Fund of any Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxxa Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessexcept during the initial syndication of the Commitments and the Term Loans, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentAdministrative Borrower), (iiiii) each such assignment shall be to an Eligible Assignee, (iii) each such assignment made as a result of a demand by the Administrative Borrower pursuant to Section 2.07(d) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Administrative Borrower pursuant to Section 2.07(d) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, 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 AssumptionAcceptance, together with and shall deliver any Note or Notes (if any) subject to such assignment (provided such delivery may occur after an assignment is effective), and shall pay a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption3,500; provided, and not by the Borrower (except in the case however, that for each such assignment made as a result of a demand under by the Administrative Borrower pursuant to Section 8.07(g)2.07(d), and the Borrowers shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance the applicable processing and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrecordation fee.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) 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 an Approved Fund of any Lender, each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of any or all Facilities, (ii) except in the assigning Xxxxxxcase of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent(such approval not to be unreasonably withheld or delayed) orand, if lessso long as no Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, the entire amount of such Lender’s Commitment, and Borrower (which approval shall not be an integral multiple of $1,000,000 unreasonably withheld or such Xxxxxx’s entire Commitmentdelayed)) under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.11(e) or Section 9.10 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.11(e) or Section 9.10 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) 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 AssumptionAcceptance, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment processing and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and recordation fee shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (charged with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented assignments to any Affiliate or Approved Fund of such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andLender).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount amount of the Commitments of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, 5,000,000; (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 AssumptionAgreement, together with (x) any Note subject to such assignment and (y) a processing and recordation fee of $3,500 (which provided, however, that no such fee shall be payable by one or more required to be paid in connection with the processing and recordation of any of the parties first six Assignment Agreements pursuant to the Assignment and Assumption, and not by the Borrower (except in the case which all or part of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of Lender's Series B Commitment and/or any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented Series B Advances owing to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofLender are assigned). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAgreement, (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 AssumptionAgreement, 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 Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement 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).

Assignments and Participations. (ai) Each Lender 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) or (h) shall to the extent required by such Section, Bank may assign to one or ------------------------------ more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Notes held by it); provided, -------- however, that, except as provided that in Section 9.08(g), (i) each such assignment ------- shall be of a constantuniform, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under and in respect of this Agreement, (ii) except in the case of an assignment of all of a Bank's rights and obligations under this Agreement or an assignment to another Bank, the amount of the Commitment Amount of the assigning Xxxxxx Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than U.S. $10,000,000 5,000,000 (unless each of or the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentCanadian Dollar Equivalent thereof), (iii) each such assignment shall be to an Eligible AssigneeAssignee or an Affiliate of a Bank, (iv) the parties to each such assignment to an Eligible Assignee or to any Affiliate of a Bank shall be subject to the consent of the U.S. Administrative Agent and the U.S. Borrower, which consent shall not be unreasonably withheld, and (v) the assigning Bank and the assignee shall execute and deliver to the U.S. Administrative Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with the Notes subject to such assignment and a processing and recordation fee of U.S. $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender Bank hereunder and (y) the 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 of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender mayParty may and, 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 (which demand may only be made within 30 days after a demand by such Lender Party pursuant to Section 8.07(g2.08(a), 2.08(b) or (h) shall 2.10 upon at least 10 Business Days' notice to such Lender Party and the extent required by such SectionAgent), will assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 all of the assigning Xxxxxx’s Facilities, (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) the amount of the Commitment Amount of the assigning Xxxxxx Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender Party under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender Party under this Agreement, (v) no Lender Party shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender Party shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender Party, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender Party under this Agreement, and (vi) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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 Lender Party's rights and obligations under this Agreement, such Lender Party shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning XxxxxxLender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such XxxxxxLender’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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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 consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, 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 Assumption, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Assumption 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 (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender The Bank may, with the prior written consent and so long as no Event of the BorrowerDefault shall have occurred and be continuing, 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 Company pursuant to Section 8.07(g2.11 upon at least five (5) or (h) shall Business Days’ notice to the extent required by such SectionBank, will, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment, its LOC Participating Interests and the Advances LOC Disbursements owing to it and its participation in Facility LCsit); provided that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreementof the Bank hereunder, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was (x) the Bank or an Affiliate of the Bank, the aggregate amount of the Commitment Amount of the assigning Xxxxxx being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (25,000,000 unless each it is an assignment of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lenderassignor’s Commitment, or (y) not the Bank or an Affiliate of the Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000 unless it is an integral multiple assignment of $1,000,000 or the entire amount of such Xxxxxxassignor’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each assignment made as a result of a demand by the Company pursuant to Section 2.11 shall be arranged by the Company after consultation with the Bank, and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) the Bank shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.11 unless and until the Bank shall have received one or more payments from either the Company or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the LOC Disbursements made by the Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to the Bank under this Agreement, (vi) as a result of such assignment, the Company shall not be subject to additional amounts under Section 2.06 or 2.08, and (vii) 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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and.

Assignments and Participations. (a) Each Syndicated Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitmentrights and obligations with respect to the Term Loan, the Advances owing to it Revolving Loans, the Swing Line Loans, the Foreign Currency Loans and its participation in Facility LCsthe Letters of Credit); provided provided, however, that (ii)(A) each if any such assignment shall be of a constantthe assigning Syndicated Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all such Syndicated Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning XxxxxxSyndicated Lender’s rights Pro Rata Term Share of the Term Loan and obligations under this AgreementTerm Loan Commitment (if any), such assignment shall cover the same percentage of such Syndicated Lender’s Pro Rata Term Share of the Term Loan and Term Loan Commitment (if any), (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $10,000,000 (unless each x) in the case of the Borrower and the Administrative Agent otherwise consent) orRevolving Credit Facility, if less, the entire amount of such Lender’s Commitment, and shall be $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (y) in the case of the Term Loan Facility, $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in any case, (A) with the consent of the Borrower (not to be unreasonably withheld or delayed) and the Administrative Agent or (B) if such Xxxxxx’s entire Commitmentassignment is being made to a Syndicated Lender or an Affiliate or Approved Fund of such Syndicated Lender, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Syndicated Lender or an Affiliate or Approved Fund of a Syndicated Lender, such assignment shall be subject to an Eligible Assignee, the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed) and (iv) the parties to each such any assignment shall execute and deliver to of a Revolving Credit Commitment must be approved by the Administrative Agent, for its acceptance each L/C Issuer and recording in the RegisterSwing Line Lender (each such consent not to be unreasonably withheld or delayed); and provided, an Assignment and Assumptionfurther, together with a processing and recordation fee that, notwithstanding any other provision of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumptionthis Section 10.07, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of for any assignment occurring when any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) shall have occurred and (vi) the Borrower shall be deemed to have consented to any continuing. Any such assignment unless it shall object thereto by written notice to need not be ratable as among the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance Term Loan Facility and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andRevolving Credit Facility.

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.12) or (h) shall upon at least five Business Days' notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsany Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 (unless each of or such lesser amount as shall be approved by the Borrower and the Administrative Agent otherwise consentAgent) or, if less, the entire amount of such Lender’s Commitment, and shall be in an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment500,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of a portion of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,500.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning XxxxxxLender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such XxxxxxLender’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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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 consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, 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 Assumption, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Assumption 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 (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 8.07(a), the term “Approved Fund” has the following meaning:

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, each LC Issuer, the Swingline Lenders if demanded by CBI (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Administrative Agent (which consents shall not be unreasonably withheld or delayed)Agent, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxxcase of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 1,000,000 or an integral multiple of $1,000,000 in excess thereof (or such Xxxxxx’s entire Commitmentlesser 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 Borrowers) under each Facility for which a Commitment is being assigned; provided that in the event of concurrent assignments to two or more Related Funds, all such 142 concurrent assignments shall be aggregated in determining compliance with this requirement, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrowers pursuant to this Section 9.08(a) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant to this Section 9.08(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which 3,500; provided, however, that for each such assignment made as a result of a demand by any Borrower pursuant to this Section 9.08(a), such Borrower shall pay to the Administrative Agent the applicable processing and recordation fee; provided further, that no such fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of any assignment to a demand under Section 8.07(g)Related Fund; and provided still further that, in the case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), and only a single such fee shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any for such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andcontemporaneous assignments.

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default has occurred and is continuing, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.12) or (h) shall upon at least 10 Business Days' notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an Affiliate or Approved Fund of a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and 5,000,000, or such other amount as the Administrative Agent otherwise consent) orand the assigning Lender and, if lessso long as no Event of Default has occurred and is continuing, the entire amount of such Lender’s CommitmentBorrower shall agree, and shall be in an integral multiple of $1,000,000 or 500,000, or, if the aggregate amount of the Commitment of such Xxxxxx’s entire assigning Lender is less than $5,000,000, all of such Lender's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of the demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed as determined by the Agents, and (vii) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption3,000; provided, and not by the Borrower (except in the case of a demand under Section 8.07(g))however, and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower that such fee shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to if any such assignment unless it shall object thereto was made by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andto an Affiliate of such Lender.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Lenders all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances Loans owing to it and any Notes held by it) with the consent of the Borrower (unless an Event of Default shall have occurred and be continuing, in which case the consent of the Borrower shall not be required), each Issuing Bank, the Swingline Lender and the Administrative Agent, in each case, which consent shall not be unreasonably withheld or delayed, and, if demanded by the Borrower (pursuant to clause (c) below), upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall assign to one or more Persons all or a portion of its participation in Facility LCsrights and obligations under this Agreement (including all or a portion of its Commitment, the Loans owing to it and any Notes held by it); provided that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or in the case of an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment Amount or Loan, as applicable, of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral or any whole multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin excess thereof, (iii) each such assignment shall be to an Eligible AssigneeAssignee or an Affiliate of a Lender of the type described in clause (y) of the second proviso below, (iv) each such assignment made as a result of a demand by the Borrower shall comply with clause (c) below, (v) the parties to each such assignment (which shall not include the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower assignee, if not already a Lender, shall be deemed to have consented to any such assignment unless it shall object thereto by written notice deliver to the Administrative Agent within five Business Days after having received notice thereofan Administrative Questionnaire; provided that the Borrower shall pay such processing and recordation fee if such assignment occurs as a result of a demand by the Borrower pursuant to Section 9.06(c)(i) or (ii); provided further that no consents shall be required (x) in the case of an assignment of the type described in clause (g) below, or (y) in the case of an assignment of a Commitment by a Lender to an Affiliate of such Lender if the long term deposit rating of such Affiliate is no less than the long term deposit rating of such Lender at the time of the assignment, subject to reassignment by such Affiliate to such Lender if at any time it ceases to be an Affiliate of such Lender and prior notification of any such assignment to the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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) but shall continue to be entitled to the benefits of Section 2.16, 2.18 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders Agent and the Administrative Agent Company (which consents consent shall not be unreasonably withheld or delayed)) and, and if demanded by the Borrower Company (following a demand by such Lender pursuant to Section 8.07(g) 2.11 or (h) shall to the extent required 2.14, a notice by such SectionLender under Section 2.12 or the failure of such Lender to perform its obligations hereunder) so long as no Event of Default has occurred and is continuing, upon at least five Business Days’ notice to such Lender and the Agent, will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances Term Loan owing to it and its participation in Facility LCsthe Term Note or Term Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the Commitment Amount case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loan of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin 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 AssumptionAcceptance, together with any Term Note subject to such assignment and a processing and recordation fee of $3,500 (which payable by the parties to each such assignment, provided, however, that in the case of an assignment made as a result of a demand by the Company, such recordation fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (Company except that no such recordation fee shall be payable in the case of a demand under Section 8.07(g))an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender, and shall not be payable if the assignee is a Federal Reserve Bank), (v) any Lender may, without the consent approval of the Borrower shall not be required after Company or the occurrence and during the continuance Agent, assign all or a portion of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented its rights to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofof its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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, 2.14 and 9.4 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 8.4 to the extent any claim thereunder relates to an event arising prior to such assignment) 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).

Assignments and Participations. (a) Each Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitment, rights and obligations with respect to the Advances owing to it Revolving Credit Loans and its participation in Facility LCsthe Letters of Credit); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, cover the same percentage of all of the assigning Xxxxxx’s rights such Lender's Revolving Credit Outstandings and obligations under this Agreement, Revolving Credit Commitment and (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided, further, that in the case of any assignment to an Eligible Assignee that is not, prior to the date of such assignment, a Lender, an Affiliate of a Lender (other than any Investment Fund) or such Xxxxxx’s entire Commitmentan Approved Fund of a Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver subject to the prior consent of the Administrative Agent, for its acceptance Agent and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 Borrowers (which consent shall not be payable by one unreasonably withheld or more of the parties to the Assignment delayed) and Assumption, and not by the Borrower (except in the case of any assignment to an Affiliate (other than any Investment Fund) or Approved Fund of a demand under Lender, such Lender shall give the Borrowers at least five days' prior notice of such assignment; provided, however, that notwithstanding any other provision of this Section 8.07(g))11.2, and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower Borrowers shall not be required after the occurrence and during the continuance of for any assignment which occurs when any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) shall have occurred and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andcontinuing for more than 30 consecutive days.

Assignments and Participations. (a) Each Lender maymay and, 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) or (h) shall to the extent required by such Section2.14, will assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, and in respect of all of the Facilities; (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, or such Xxxxxx’s entire Commitmentshall be an assignment to another Lender or an assignment of all of the assigning Lender's rights and obligations hereunder and under the Notes, (iii) each such assignment shall be to another Lender, an Affiliate of the assigning Lender or to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.14 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.14 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 3,000 from the assignee and (which vii) no such assignments shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) permitted without the consent of the Borrower shall not be required after the occurrence Administrative Agent and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall (such consent not to be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofunreasonably withheld). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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).

Assignments and Participations. (a) Each This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the Parent, the Borrowers, the Lenders, the Swing Line Lender, the Issuing Bank, the Administrative Agent, and their respective successors and assigns, except that neither the Parent nor the Borrowers may assign, delegate or transfer any of their rights or obligations under the Loan Documents without the prior written consent of the Administrative Agent, the Issuing Bank, the Swing Line Lender mayand each Lender. - 120 - 127 (b) Except as provided in Section 11.1(b), each Lender shall have the right at any time, upon written notice to the Administrative Agent of its intent to do so, to sell, assign, transfer or negotiate all or any part of such Lender's rights and obligations under the Loan Documents to one or more of its affiliates, to one or more of the other Lenders (or to affiliates of such other Lenders) or, with the prior written consent of the Borrower, each LC IssuerParent, the Swingline Lenders Swing Line Lender and the Administrative Agent Issuing Bank (which consents shall not be unreasonably withheld or delayedwithheld), and if demanded by the Borrower pursuant to Section 8.07(g) sell, assign, transfer or (h) shall to the extent required by such Section, assign to one or more banks or other entities negotiate all or a portion any part of its such Lender's rights and obligations under this Agreement (including all the Loan Documents to any other bank, insurance company, pension fund, mutual fund or a portion of its Commitmentother financial institution, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment sale, assignment, transfer or negotiation (other than sales, assignments, transfers or negotiations (x) to affiliates of such Lender or (y) of a Lender's entire interest) shall be in a minimum amount of a constant$5,000,000, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant there shall be paid to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consentby the assigning or assignee Lender a fee (the "Assignment Fee") or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment3,000. For each assignment, (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, Agent for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofAcceptance Agreement. Upon such execution, delivery, acceptance and recordingrecording by the Administrative Agent, from and after the effective date specified in each such Assignment and AssumptionAcceptance Agreement, (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 AssumptionAcceptance Agreement, have the rights assignor Lender thereunder shall be released from its obligations under the Loan Documents. Upon any such sale, assignment or other transfer, the Commitments and obligations the Commitment Percentages set forth in Exhibit A-1, and the Individual Currency Commitments set forth in Exhibit A-2, shall be adjusted accordingly by the Administrative Agent and a new Exhibit A-1 and a new Exhibit A-2 shall be distributed by the Administrative Agent to the Parent (on behalf of a Lender hereunder andall Borrowers) and each Lender.

Assignments and Participations. (a) Each Lender may, with the prior written consent (except as set forth below) of the Borrower, each LC Issuer, the Swingline Lenders Borrower 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, Commitment and the Advances Loans owing to it and its participation in Facility LCsit); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning XxxxxxLender’s rights and obligations under this Agreement, (ii) the Commitment Amount or Loans, as applicable, of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) 5,000,000 or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such XxxxxxLender’s entire Commitment, or Loan, as applicable, (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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five 10 Business Days after having received written notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, 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 Assumption, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Assumption 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 (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund, and (B) any Lender may at any time, without the consent of the Borrower or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank or other central bank having jurisdiction over such Lender provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 8.07(a), the term “Approved Fund” has the following meaning:

Assignments and Participations. (a) Each Lender maymay and, 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 in accordance with Section 9.01(b) upon at least five Business Days' notice to Section 8.07(g) or (h) shall to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Xxxxxx’s 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) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless 5,000,000 under each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be Facility or an integral multiple of $1,000,000 in excess thereof (or such Xxxxxx’s entire Commitmentlesser 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) each such assignment made as a result of a demand by the Borrower pursuant to Section 9.01(b) shall be arranged by the Borrower after consultation with the Administrative Agent, shall be made to an Eligible Assignee approved by the Administrative Agent (such approval not to be unreasonably withheld) and shall be an assignment of all rights and obligations of the assigning Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (vi) 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 AssumptionAcceptance, 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 (which shall be payable by one or more 3,500; provided, however, that for each such assignment made as a result of the parties to the Assignment and Assumption, and not a demand by the Borrower (except in the case of a demand under pursuant to Section 8.07(g)9.01(b), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance the applicable processing and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrecordation fee.

Assignments and Participations. (a) Each Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitment, rights and obligations with respect to the Advances owing to it and its participation in Facility LCsLoans); provided provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender’s aggregate outstanding principal amount of Loans and Commitment, and not a varying, such assignment shall cover the same percentage of all such Lender’s aggregate outstanding principal amount of the assigning Xxxxxx’s rights Loans and obligations under this AgreementCommitment, (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $10,000,000 5,000,000 (unless each which may be aggregated among Affiliates of the Borrower and the Administrative Agent otherwise consenta Lender) or, if less, the entire amount of such Lender’s Commitment, and shall be or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Requisite Lenders or (B) if such Xxxxxx’s entire Commitmentassignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and (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 to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver subject to the Administrative Agent, for its acceptance prior consent of each Lender and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and which consent shall not be payable if the assignee is a Federal Reserve Bankunreasonably withheld, delayed or conditioned); provided, (v) however, that, notwithstanding any other provision of this Section 13.2, the consent of the Borrower shall not be required for any assignment that occurs after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andoccurred.

Assignments and Participations. (a) Each Lender Bank may, in accordance 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) or (h) shall to the extent required by such Sectionapplicable law, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of an assignment of all of a Bank's rights and obligations under this Agreement, the sum of the Commitment Amount of the assigning Xxxxxx Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple in increments of $1,000,000 or such Xxxxxx’s entire Commitmentin 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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Administrative Agent and, if no Event of Default under Section 6.01(a)exists, Section 6.01(c)(ithe Parent (such consent not to be unreasonably withheld) (with respect shall be required unless such assignment is to a breach Bank or an Affiliate of Section 5.02(c) only) a Bank that is not a Defaulting Lender or Section 6.01(e) and (vi) Potential Defaulting Lender; provided however, that the Borrower Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five 5 Business Days after having received written notice thereofthereof (which notice shall be delivered by hand, including any overnight courier service, by mail, or by facsimile), (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for recording by the Administrative Agent in the Register, an Assignment and Acceptance, together with any Notes then held by such assigning Bank and any Notes then held by such assignee and a processing and recordation fee of $3,500 and (vi) no such assignment will be made to any Defaulting Lender or Potential Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (vi). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender Bank hereunder, (y) the 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 of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto except that the rights under Sections 2.06, 2.10, 2.13 and 8.04 of such Bank shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (z) unless the Parent in its sole discretion otherwise consents, no such assignee shall be entitled to receive any greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the assigning Bank would have been entitled to receive with respect to the rights assigned to such assignee, except as a result of circumstances arising after the date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning XxxxxxLender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such XxxxxxLender’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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, 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 Assumption, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Assumption 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 (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank or other central banking authority, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 8.07(a), the term “Approved Fund” has the following meaning:

Assignments and Participations. (a) Each Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitmenthereunder; provided, the Advances owing to it and its participation in Facility LCs); provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $10,000,000 1,000,000 or an integral multiple of $100,000 in excess thereof (unless each treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except that such minimum amounts shall not apply if (A) the Borrower and the Administrative Agent otherwise consentconsent or (B) or, if less, the entire amount such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender’s Commitment, and shall be (ii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an integral multiple Affiliate or Approved Fund of $1,000,000 or such Xxxxxx’s entire Commitmenta Lender, (iii) each such assignment shall be subject to the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, however, that if such assignment causes any Person (other than CSFB or an Eligible AssigneeAffiliate of CSFB), together with any Affiliates of such Person, to hold in excess of 50% of the principal amount of the Obligations, or 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. such assignment is to a Person (ivother than CSFB or an Affiliate of CSFB) holding in excess of 50% of the parties to each principal amount of the Obligations, such assignment shall execute and deliver be subject to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the prior consent of the Borrower (which consent shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(aunreasonably withheld, delayed or conditioned), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning XxxxxxLender’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such LenderXxxxxx’s Commitment, and shall be an integral multiple of $1,000,000 or such XxxxxxLender’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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and AssumptionAcceptance, 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 consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofDefault. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andAcceptance,

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances Advance owing to it and its participation in Facility LCsthe Note held by it); provided 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 the assigning XxxxxxFacility, (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 an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire Borrower); provided that such minimum amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 aggregated for two or such Xxxxxx’s entire Commitmentmore simultaneous assignments by or to two or more Approved Funds or Affiliates, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Facility hereunder has been completed, and (v) the parties to each such assignment shall (A) electronically execute and Cheniere Credit Agreement deliver to the Administrative Agent an Assignment and Acceptance via an electronic loan assignment confirmation system acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or (B) if no such system shall then be specified by the Administrative Agent, manually execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note (if any) subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,500.

Assignments and Participations. (a) Each Any Lender 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) or (h) shall to the extent required by such SectionAgent, assign and delegate to one or more banks assignees (each an “Assignee”) all, or any ratable part of all, of the Term Loan B, the Commitments and the other entities all or a portion of its rights and obligations under this Agreement (including all of such Lender hereunder, in a minimum amount of $2,000,000 or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that lesser amount if (i) each such assignment shall be of a constant, and not a varying, percentage delegation is of all of the assigning Xxxxxx’s Term Loan B and other rights and obligations under this Agreement, of such Lender hereunder or (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect is to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) oranother Lender; provided, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) that 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 AssumptionAcceptance, together with any promissory note subject to such assignment and such parties shall deliver to the Agent, for the benefit of the Agent, a processing and recordation fee of $3,500 (which shall be payable by one or more except the payment of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower such fee shall not be required after in connection with an assignment by a Lender to an Affiliate of such Lender or a Related Fund). Notwithstanding the occurrence foregoing, no Lender shall assign or delegate all, or any ratable part of all, of the Term Loan B, the Commitments and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the other rights and obligations of a such Lender hereunder andand under the other Loan Documents to any direct competitor of the Borrowers (provided that a financial institution which is an affiliate of a direct competitor of Borrowers shall not constitute a direct competitor of Borrowers for this purpose). Further, notwithstanding the foregoing, no Lender shall assign or delegate all, or any ratable part of all, of the Term Loan B, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents to any person that is subject to United States withholding tax at a rate in excess of the rate that the assigning or selling Lender was subject to at the time of the assignment or sale.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 any or all Facilities, (ii) except in the assigning Xxxxxxcase of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, 1,000,000 and shall be in an integral multiple of $1,000,000 500,000 (or such Xxxxxx’s entire Commitmentlesser amount as shall be approved by the Administrative Agent) under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,500.

Assignments and Participations. (a) Each (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender maymay assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall such consent not be unreasonably withheld or delayed)) of: (A) Borrowers; provided, that, no consent of Borrowers shall be required (1) if an Event of Default has occurred and if demanded by the Borrower pursuant to Section 8.07(g) is continuing, or (h2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; and (B) Agent and Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) no assignment may be made to Parent, a Loan Party, an Affiliate of Parent or a Loan Party, or a natural person, (B) the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender, or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent required by that the aggregate amount to be assigned to all such Sectionnew Lenders is at least $5,000,000), assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (iC) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (ivD) 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 AssumptionAcceptance; provided, together that Borrowers and Agent may continue to deal solely and directly with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to assigning Lender in connection with the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been interest so assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder andan Assignee until written

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Administrative Agent (which consents shall not be unreasonably withheld or delayed)Agent, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxxcase of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentBorrower), (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 (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Assumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $3,500 3,500; provided, however, that the processing and recordation fee set forth in subclause (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and iv) above shall not be payable if the assignee is a Federal Reserve Bank), (vA) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach an assignment by any Lender Party to an Affiliate or an Approved Fund of Section 5.02(csuch Lender Party, or (B) only) or Section 6.01(e) and (vi) the Borrower shall be deemed with respect to have consented to any such an assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be which is both by and to an existing Lender Party or (y) with a party hereto and, stated effective date occurring prior to the extent that rights and obligations hereunder have been assigned 90th day after the Effective Date hereof. Steel Dynamics – Credit Agreement Back to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder andContents

Assignments and Participations. (a) Each Lender mayThe provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, with except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and (ii) a Lender may not assign or otherwise transfer any of its rights or obligations hereunder to anyone other than an Eligible Assignee; provided, that a Lender shall provide notice of such assignment to the Borrower, each LC Issuerthe Servicer, the Swingline Lenders Backup Servicer and the Administrative Agent (which consents Deal Agent. Except in the case of an assignment to another then existing Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and/or Revolving Loans, the amount of the Commitment or Revolving Loans subject to any assignment shall not be less than $10,000,000, unless the Deal Agent, and, so long as no Termination Event has occurred and is continuing or such assignment is to any Federal Reserve Bank, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Revolving Loans or the Commitment assigned. The parties to each such assignment shall execute and deliver to the Deal Agent an Assignment and Assumption (together with a processing and recordation fee of $3,500; provided, that the Deal Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) and shall provide a copy thereof to the Collateral Agent, the Servicer, the Backup Servicer and the Borrower. The assignee, if demanded by it is not a Lender, shall deliver to the Borrower pursuant Deal Agent an Administrative Questionnaire. Nothing in this Agreement, expressed or implied, shall be construed to Section 8.07(g) confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, or (h) shall any participants to the extent required provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under or by such Section, assign reason of this Agreement. EXHIBIT 4.103 (b) Any Lender shall have the right to one or more banks or other entities grant participations in all or a portion of its such Lender’s rights and and/or obligations under this Agreement (including all or a portion of its Commitment, Commitment and/or the Advances Revolving Loans owing to it it) to one or more other banking institutions (each such person a “Participant”), and its participation in Facility LCs)such Participants shall be entitled to the benefits of this Agreement, including, without limitation, Sections 2.10 and 2.11 hereof, to the same extent as if they were a direct party hereto; provided that (i) each such assignment Lender’s obligations under this Agreement shall be remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of a constant, such obligations and not a varying, percentage of all of (iii) the assigning XxxxxxBorrower and the other parties hereto shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (ii) and provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the Commitment Amount amount which would have been payable had such Lender not granted a participation to such Participant, unless the sale of the assigning Xxxxxx being assigned pursuant participation to each such assignment (determined as Participant is made with the Borrower’s prior written consent. Upon the grant of a participation of any Lender’s rights and/or obligations under this Agreement, such Lender will promptly notify the Borrower of the date Participant and the proportionate amount granted under such participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Assignment Borrower, maintain a register on which it enters the name and Assumption with respect address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to such assignment) shall in no event be less than $10,000,000 (unless each disclose all or any portion of the Borrower and Participant Register (including the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance identity of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect Participant or any information relating to a breach of Section 5.02(cParticipant’s interest in any commitments, loans or its other obligations under any Transaction Document) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, Person except to the extent that rights and obligations hereunder have been assigned such disclosure is necessary to it pursuant to establish that such Assignment and Assumptioncommitment, have loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the rights and obligations of a Lender hereunder andUnited States Treasury Regulations.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days' notice to such Lender and the Administrative Agent (which consents shall not be unreasonably withheld or delayed)Agent, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentBorrower), (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 (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $3,500 3,500, and (which v) the Arranger shall be payable by one or more have received a copy of the parties to the such Assignment and AssumptionAcceptance; provided, however, that the processing and not by the Borrower recordation fee set forth in sub-clause (except in the case of a demand under Section 8.07(g)), and iv) above shall not be payable if the assignee is a Federal Reserve Bank), (vA) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach an assignment by any Lender Party to an Affiliate or an Approved Fund of Section 5.02(csuch Lender Party, or (B) only) or Section 6.01(e) and (vi) the Borrower shall be deemed with respect to have consented to any such an assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be which is both by and to an existing Lender Party or (y) with a party hereto and, stated effective date occurring prior to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have 90th day after the rights and obligations of a Lender hereunder andEffective Date hereof.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and may upon at least 30 days' notice to the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its CommitmentAgreement; provided, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Xxxxxx’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such in excess of that amount and (B) the full amount of the assigning Xxxxxx’s entire '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 AgentAgent (with a copy to the Borrower), for its acceptance and recording in the Lender Register, an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which or such lesser amount as shall be payable by one or more of the parties to the Assignment and Assumption, and not approved 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)Administrative Agent, (v) the consent parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Borrower shall not be required after Administrative Agent) incurred by the occurrence and during the continuance of any Event of Default under Section 6.01(a)Administrative Agent in connection with such assignment, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the Borrower confidentiality provisions of Article Twelve and (vii) there shall be deemed to have consented to any such assignment unless it shall object thereto no increased costs, expenses or Taxes incurred by written notice to the Administrative Agent within five Business Days after having received notice thereofor any Lender Group upon assignment or participation. Upon such execution, delivery, acceptance delivery and recordingrecording by the Administrative Agent, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (ii) 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). (b) 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

Assignments and Participations. (a) Each Lender Bank may, with the prior written consent of the Borrowerand so long as no Default shall have occurred and be continuing, each LC Issuer, the Swingline Lenders if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon at least five Business Days notice to such Bank and the Administrative Agent (which consents shall not be unreasonably withheld or delayed)Agent, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Sectionwill, assign to one or more banks or other entities Eligible Assignee all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentLC Commitment Amount, its Letter of Credit Participating Interest Commitment and the Letter of Credit Advances owing to it and its participation in Facility LCsit); provided provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations of such Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and any subsequent non-pro rata assignment of the assigning Xxxxxx’s interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent and any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each assignment made as a result of a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made by such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, no Account Party shall be subject to additional amounts under Section 2.06 or 2.08, (vii) no such assignment shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consents shall not be unreasonably withheld) and (viii) 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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and2,500.00.

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, 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) or (h) shall 2.14 upon at least five Business Days’ notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each 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 an Approved Fund of any Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxxa Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each or such lesser amount as shall be approved by the Administrative Agent); provided that simultaneous assignments by two or more Related Funds shall be treated as one assignment for purposes of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentminimum assignment requirement, (iiiii) each such assignment shall be to an Eligible AssigneeAssignee and to the extent such assignment is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent shall have consented to such assignment (in each case such consent not to be unreasonably withheld or delayed), (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.14 or 9.01 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.14 or 9.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed and (vi) 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 AssumptionAcceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with (A) any Note or Notes (if any) subject to such assignment, (B) an administrative questionnaire and tax forms, if applicable and (C) a LSP Gen Finance Second Lien Credit Agreement 116 processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided, however, that only one such fee shall be payable with respect to simultaneous assignments by or to one or more Related Funds; provided further that for each such assignment made as a result of the parties to the Assignment and Assumption, and not a demand by the Borrower (except in the case of a demand under pursuant to Section 8.07(g))2.14 or 9.01, and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance the applicable processing and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrecordation fee.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances Loans owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 its Loan, (ii) except in the assigning Xxxxxxcase 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) the aggregate amount of the Commitment Amount of the assigning Xxxxxx being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such Xxxxxx’s entire Commitmentlesser 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) 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, in which case notice of such assignment shall be provided to the Administrative Agent and the Borrower, no such assignments shall be permitted without the consent, which such consent shall not be unreasonably withheld, of (A) the Administrative Agent and (B) so long as no Default or Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, the Borrower 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 AssumptionAcceptance, 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 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,500.

Assignments and Participations. (a) Each Lender may, with With the prior written consent of Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld withheld, delayed or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g))conditioned, and shall not be payable if the assignee required in connection with an assignment to a Person that is a Federal Reserve Bank)Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees (veach, an “Assignee”; provided, however, that no Loan Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) the consent all or any portion of the Borrower Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect apply to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a party hereto andgroup of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that rights the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrowers and obligations hereunder Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been assigned given to it pursuant Borrowers and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to such Administrative Borrower and Agent an Assignment and AssumptionAcceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), have and (iii) unless waived by Agent, the rights and obligations assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of a Lender hereunder and$3,500.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of the Loan or Loans owing to it and the Note or Notes held by it, or of all or a portion of its Delayed Draw Term Loan Commitment, the Advances owing to it and its participation in Facility LCs); provided 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 the assigning XxxxxxTerm Loan Facility, Delayed Draw Term Loan Facility or Delayed Draw Term Loan Commitment, as applicablethis Agreement, (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 an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Term Loan, Delayed Draw Term Loan or Delayed Draw Term Loan Commitment being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent and (viv) 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 Assumption, together with any Note or Notes (if any) and a processing and recordation fee of $3,500 (which shall be payable by one or more of 3,500; provided that the parties Administrative Agent may, in its sole discretion, elect to the Assignment waive such processing and Assumption, and not by the Borrower (except recordation fee in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andassignment.

Assignments and Participations. (a) Each Any Lender may(i) may (and in the case of clause (B) below, 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(gshall) or (h) shall to the extent required by such Section, assign to one or more banks Eligible Assignees or other entities an Affiliate of a Lender that is not an Eligible Assignee all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (A) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a Lender, each of the Paying Agent and, unless a Default shall have occurred and be continuing at the time such assignment is effected, the Borrower must give their prior consent to such assignment (which consent shall not be unreasonably withheld or delayed) and (B) if the assignment is demanded by the Borrower pursuant to Section 2.17, no Default shall have occurred and be continuing at the time of such demand and such assignment and the Borrower shall have given at least five Business Days' notice of such demand to the applicable Lender and the Paying Agent; 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 Xxxxxx’s 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 an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than the lesser of $10,000,000 (unless each 5,000,000 and 5% of the Borrower aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the Administrative Agent otherwise consent) or, if lesstime of effectiveness of such assignment, the entire amount Borrower) of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentthe Commitment being assigned, (iii) each such assignment shall be to an Eligible AssigneeAssignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 shall be arranged by the Borrower after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to Section 2.17 or otherwise) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Paying Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which 3,500; provided, however, the Borrower shall be payable by one or more have no liability for the payment of the parties to the Assignment and Assumption, and not such fee except that for each such assignment made as a result of a demand by the Borrower (except in the case of a demand under pursuant to Section 8.07(g))2.17, and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Paying Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance the applicable processing and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrecordation fee.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and may upon at least four (4) Business Days' notice to the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Sectionits related Group Agent, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its CommitmentAgreement; provided, the Advances owing to it and its participation in Facility LCs); provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s Lender's rights and obligations under this Agreement, (ii) the Commitment Amount amount of the Loan of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 15,000,000 or an integral multiple of $1,000,000 or such Xxxxxx’s entire 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 Agent and its related Group Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which or such lesser amount as shall be payable approved by one or more of the Administrative Agent, (iv) the parties to each such assignment shall have agreed to reimburse the Assignment Administrative Agent and Assumptionthe related Group Agent for all fees, costs and not expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Group Agent) incurred by the Borrower (except Administrative Agent and such Group Agent in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank)connection with such assignment, (v) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the consent confidentiality provisions of Section 10.17 hereto, (vi) there shall be no increased costs, expenses or taxes incurred by the Borrower Administrative Agent or the Group Agent (and the parties thereto shall not use all reasonable efforts to ensure that neither Onyx nor Recco incur any increased costs, expenses or taxes) upon such assignment or participation and (vii) any assignment may be required after the occurrence made to any liquidity or credit support provider of a Conduit Lender at any time without any notice to any other Person, and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (provided further that with respect to a breach Committed Lender, upon the effective date of Section 5.02(c) only) or Section 6.01(e) such Assignment and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Acceptance each of the Administrative Agent, the related Group Agent within five Business Days after having received notice thereofand, unless a Wind-Down Event shall have occurred and be continuing, Onyx and Recco shall have provided its written consent thereto, which consent shall not be unreasonably withheld. Upon such execution, delivery, delivery and acceptance by the Administrative Agent and recordingthe related Group Agent and the recording by the Administrative Agent and the related Group Agent, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be the date of acceptance thereof by the Administrative Agent and the related Group 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 and accepted by it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (ii) 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).

Assignments and Participations. (a) Each Lender may, in accordance 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) or (h) shall to the extent required by such Sectionapplicable law, assign to one or more banks Lenders or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, its Term Commitment, the Advances owing to it and its participation in Facility LCsthe Notes held by it); provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement in respect of its Revolving Commitment and Revolving Advances (including the Letter of Credit Liabilities held by the assigning Xxxxxx’s Lender pursuant to Section 2.18) or in respect of its Term Advances, (ii) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, (ii) an assignment to another Lender, or an assignment of Term Advances to an Eligible Assignee that is an Affiliate of a Lender or an Approved Fund, the Revolving Commitment Amount or Term Advances of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Transfer Agreement with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, 1,000,000 and shall be in an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment1,000,000, (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 by the Administrative Agent and recording by the Administrative Agent in the Register, an Assignment and Assumptiona Transfer Agreement, together with any Notes then held by such assigning Lender and any Notes then held by such assignee and a processing and recordation fee of $3,500 (which payable by the assignee, provided that only one such processing and recordation fee shall be payable by one due in connection with concurrent assignments of Term Advances to two or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofApproved Funds. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionTransfer Agreement, (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 AssumptionTransfer Agreement, have the rights and obligations of a Lender hereunder, (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Transfer Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Transfer Agreement covering all of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto except that the rights under Sections 2.06, 2.10, 2.13 and 10.04 of such Lender shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (z) unless the Borrower consents to such assignment, no such assignee shall be entitled to receive any greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the assigning Lender would have been entitled to receive with respect to the rights assigned to such assignee, except as a result of circumstances arising after, and that could not reasonably be expected at, the date of such assignment.

Assignments and Participations. (a) Each Lender maymay and, 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) or (h) shall to the extent required by such Section2.15, will assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, and in respect of one or more Facilities; (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, or such Xxxxxx’s entire Commitmentshall be an assignment to another Lender or an assignment of all of the assigning Lender's rights and obligations hereunder and under the Notes, (iii) each such assignment shall be to another Lender, an Affiliate of the assigning Lender or to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.15 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.15 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 3,000 from the assignee and (which vii) no such assignments shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) permitted without the consent of the Borrower shall not be required after the occurrence Administrative Agent and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall (such consent not to be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofunreasonably withheld). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 any or all Facilities, (ii) except in the assigning Xxxxxxcase of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentBorrower) under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which 3,500; provided that, only one such fee shall be payable in respect of simultaneous assignments by one or more of the parties any Lender to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andits Affiliates.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s a Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000, (unless each ii) no such assignments shall be permitted without the prior consent of the Borrower and the Administrative Agent otherwise consent(which may be withheld for any reason) oruntil the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, if less, but in any event not later than 90 days following the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentClosing Date, (iii) each no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to an Eligible Assigneemake payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b), and (iv) the parties to each such 112 105 assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it Assignments pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder andthis Section 11.7(a) may be non pro rata.

Assignments and Participations. (a) Each Lender may, (x) may assign to one or more of its Affiliates or Subsidiaries and (y) may with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders Administrative Agent and the Administrative Agent Borrower (which such consents shall not to be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities entities, all or a portion of its rights and obligations 101 97 under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitments, the Advances owing to it and its participation in Facility LCsthe Notes held by it); provided, however, that such assignment or any activity intended to give rise to an assignment shall not be initiated prior to the receipt by the Lenders of notice from the Arrangers that the syndication of this Agreement has been completed; provided further, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all such Lender's rights and obligations under and in respect of the assigning Xxxxxx’s Facility (other than any right to make Competitive Bid Advances or Competitive Bid Advances owing to it), (ii) except in the case of an assignment to a Person that immediately prior to such assignment was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) Agreement the Commitment Amount amount of the Commitments of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment10,000,000, (iii) each such assignment shall be to a Lender, an Eligible AssigneeAssignee or to an Affiliate or Subsidiary of the assignor, 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 AssumptionAcceptance, together with any Note subject to such assignment, and a processing and recordation fee of $3,500 (which shall be payable by one or more of 3,000 for each assignment completed after the parties notice referred to the Assignment and Assumption, and not by the Borrower (except in the case first proviso of a demand under this Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof9.07 has been received. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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).

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall except as provided in (f) below) and, so long as no Default has occurred and is continuing, the Borrower (such consent, in the case of the Administrative Agent or the Borrower, not to be unreasonably withheld withheld) or delayed), and if demanded by the Borrower (i) following a request for a payment to or on behalf of such Lender under Section 2.10 or Section 2.13 or a notice given by such Lender pursuant to Section 8.07(g) 2.11 or (hii) shall following a Withholding Tax Change affecting payments to such Lender, upon at least ten Business Day's notice to such Lender and the extent required by such SectionAdministrative Agent, will, assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitments, the Advances owing to Advances, the Note or Notes held by it and its participation in Facility LCsthe remaining Loan Documents); provided provided, however, that (i) each such assignment shall be the amount of a constant, and not a varying, percentage of all the Commitment of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance (as hereinafter defined) with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, such lesser amount is the entire amount of such assigning Lender’s Commitment, 's Commitment or outstanding Advances) and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment100,000, (iiiii) each such assignment shall be to an Eligible AssigneeAssignee or to an Affiliate of the assignor, and (iviii) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof2,500.00. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender hereunder and 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).

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, 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) or (h) shall 9.13 upon at least five Business Days’ notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 all of the assigning XxxxxxFacilities, (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 an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignmentassignment and treating related Approved Funds as one assignee for this purpose) shall in no event be less than $10,000,000 5,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentAgent), (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 9.13 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 9.13 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount specified in clause (ii) of the proviso to Section 9.13 and (vi) 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 AssumptionAcceptance, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500 3,500, provided that if such assignment results from a demand by the Borrower pursuant to Section 9.13, the Borrower shall pay such processing and recordation fee in accordance with clause (which i) of the proviso to Section 9.13, unless such fee is waived by the Administrative Agent); provided that only one such fee shall be payable in connection with simultaneous assignments by one or to two or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrelated Approved Funds.

Assignments and Participations. (a) Each Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitment, rights and obligations with respect to the Advances owing to it and its participation in Facility LCsLoan); provided provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender's Loan and Commitments, and not a varying, such assignment shall cover the same percentage of all of the assigning Xxxxxx’s rights such Lender's Loan and obligations under this AgreementCommitments, (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the assignor's entire interest) be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 1,000,000 or an integral multiple of $1,000,000 in excess thereof, except with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent. If any assignment under this Section is being made to a Lender or an Affiliate or Approved Fund of such Xxxxxx’s entire Commitment, Lender and (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 to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver subject to the prior consent of the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 Agent (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and consents shall not be payable if the assignee is a Federal Reserve Bankunreasonably withheld or delayed); and provided, (v) further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required after the occurrence and during the continuance of for any assignment occurring when any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) shall have occurred and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andcontinuing.

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, 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(g2.10(e) or (h) shall upon at least five Business Days’ notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 any or all of the assigning XxxxxxFacilities, (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 an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s CommitmentBorrower) under each Facility for which a Commitment is being assigned; provided, and that simultaneous assignments to or by two or more Related Funds shall be an integral multiple treated as one assignment for purposes of $1,000,000 or such Xxxxxx’s entire Commitmentthe minimum assignment requirement, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.10(e) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (vii) 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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 any Note or Notes (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (vany) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant subject to such Assignment and Assumption, have the rights and obligations of a Lender hereunder andassignment.

Assignments and Participations. (a) Each Lender Bank may, with the prior written consent of the Borrowerand so long as no Default shall have occurred and be continuing, each LC Issuer, the Swingline Lenders if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon at least five Business Days notice to such Bank and the Administrative Agent (which consents shall not be unreasonably withheld or delayed)Agent, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Sectionwill, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentLC Commitment Amount, its Letter of Credit Participating Interest Commitment and the Letter of Credit Advances owing to it and its participation in Facility LCsit); provided provided, however, that (i) each such assignment shall be of a constantuniform, -------- ------- and not a varying, percentage of all rights and obligations of such Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and any subsequent non-pro rata assignment of the assigning Xxxxxx’s interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent and any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank or an Affiliate of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each it is an assignment of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentassignor's LC Commitment Amount, (iii) each such assignment shall be to an Eligible Assignee, (iv) each assignment made as a result of a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made by such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, no Account Party shall be subject to additional amounts under Section 2.06 or 2.08, (vii) no such assignment shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consents shall not be unreasonably withheld) and (viii) 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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and2,500.00.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, Party may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) with respect to the Term Loan A Facility and the Revolving Credit Facility, each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of such Facilities on a pro rata basis with respect to such Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender Party's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment5,000,000, (iii) each no such assignments shall be permitted without the prior consent of the Administrative Agent (which may not be unreasonably withheld), (iv) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to an Eligible Assigneemake payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) or Section 2.12 and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (ivb) or Section 2.12, 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,000.

Assignments and Participations. (a) Each Lender mayParty may assign (and, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or following the incurrence by the Borrower of any liability under Section 2.12 with respect to such Lender) or (hupon at least 5 Business Days' notice to such Lender and the Agent, will assign) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsany Note or Notes held by it); provided 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 either or both Facilities, provided, however, that nothing in this clause (i) shall prevent a Lender Party from assigning an interest in either Facility if such Lender Party has an interest in both Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender Party or an Affiliate of any Lender Party or an assignment of all of a Lender Party's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless 1,000,000 under each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentFacility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) 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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which shall be payable by one any Note or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andNotes.

Assignments and Participations. (a) Each Lender maymay (and, 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 in accordance with Section 8.07(g2.10(e) or (h9.01(b) shall to the extent required by such Section, will) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 XxxxxxFacilities, (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) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless 5,000,000 under each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be Facility or an integral multiple of $1,000,000 in excess thereof (or such Xxxxxx’s entire Commitmentlesser 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) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) or 9.01(b) shall be an assignment of all rights and obligations of the assigning Lender under this Agreement, (v) 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 and so long as no Default shall have occurred and be continuing, each assignment shall be made with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, (vi) 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, which assignment shall not require the consent of the Administrative Agent, no such assignments shall be permitted at any time without the consent of the Administrative Agent (which consent shall not be unreasonably withheld), and (vii) 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 AssumptionAcceptance, 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 (which shall be payable by one or more 3,500; provided, however, that for each such assignment made as a result of the parties to the Assignment and Assumption, and not a demand by the Borrower (except in the case of a demand under pursuant to Section 8.07(g)2.10(e) or 9.01(b), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance the applicable processing and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrecordation fee.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Committed Advances owing to it and its participation in Facility LCsthe Committed Note or Notes held by it); provided provided, however, that (i) each such assignment (other than assignment to an affiliate of such Lender) shall require the prior written consent of the Borrower, which consent shall not be unreasonably withheld, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and Uncommitted Notes), (iii) except in the case of the assigning Xxxxxx’s an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin 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 AssumptionAcceptance (which shall include the agreement of the assignee party to such assignment, for the benefit of the Borrower, to be bound by the terms and provisions of this Agreement to the same extent as if it were an original party hereto), together with any Committed Note subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the 42 48 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).

Assignments and Participations. (a) Each Lender may, with After first obtaining the prior written consent approval of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent and Borrower (provided that the approval of Borrower shall not be required upon the occurrence and during the continuance of any Event of Default), which consents approval shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, each Lender may assign to one or more banks or other entities financial institutions, all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentPro Rata Share of the Loan) and the other Loan Documents; provided, the Advances owing to it and its participation in Facility LCs); provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s Lender's rights and obligations under this AgreementAgreement and the other Loan Documents, and such percentage of the assigning Lender's rights and obligations shall be the same percentage with respect to both such Lender's Pro Rata Share of the Loan, (ii) the Commitment Amount aggregate amount of the Pro Rata Share of the Loan of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than Ten Million Dollars ($10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment10,000,000), (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 Assumption, together with (iv) Administrative Agent shall receive from the assignor a processing and recordation fee of Three Thousand Dollars ($3,500 3,000) and (which shall be payable by one or more v) if such assignment is less than all of the parties Pro Rata Share of the Loan of the assigning Lender, after giving effect to such assignment, the Assignment and Assumptionaggregate amount of the Pro Rata Share of the Loan of the assigning Lender shall in no event be less than Fifteen Million Dollars ($15,000,000). Without restricting the right of Borrower or Administrative Agent to reasonably object to any bank or financial institution becoming an assignee of an interest of a Lender hereunder, and not by the Borrower each proposed assignee must be an existing Lender or a bank or financial institution which (except A) has (or, in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee bank which is a Federal Reserve Banksubsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Moody's Investors Service, Inc. or a comparable rating by a rating axxxxx xcceptable to Administrative Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000), . Unless Administrative Agent or Borrower gives written notice to the assigning Lender that it objects to the proposed assignment (v) the consent together with a written explanation of the Borrower shall not be required after reasons behind such objection) within ten (10) Business Days following receipt of the occurrence and during assigning Lender's written request for approval of the continuance of any Event of Default under Section 6.01(a)proposed assignment, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) Administrative Agent or Section 6.01(e) and (vi) Borrower, as the Borrower case may be, shall be deemed to have consented to any approved such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofassignment. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and Assumption, (xX) 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 Assumption, have the rights and obligations of a Lender hereunder, and (Y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder andhave been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement.

Assignments and Participations. (a) Each Lender Bank may, with the prior written consent of the Borrowerand so long as no Default shall have occurred and be continuing, each LC Issuer, the Swingline Lenders if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon at least five Business Days notice to such Bank and the Administrative Agent (which consents shall not be unreasonably withheld or delayed)Agent, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Sectionwill, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentLC Commitment Amount, its Letter of Credit Participating Interest Commitment and the Letter of Credit Advances owing to it and its participation in Facility LCsit); provided provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations of such Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and any subsequent non-pro rata assignment of the assigning Xxxxxx’s interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent and any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank or an Affiliate of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each assignment made as a result of a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made by such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, no Account Party shall be subject to additional amounts under Section 2.06 or 2.08, (vii) no such assignment shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consents shall not be unreasonably withheld) and (viii) 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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and2,500.00.

Assignments and Participations. (a) Each Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitmentrights and obligations with respect to the Revolving Loans, the Advances owing to it Swing Loans and its participation in Facility LCsthe Letters of Credit); provided provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, and not a varying, such assignment shall cover the same percentage of all of the assigning Xxxxxxsuch Lender’s rights Revolving Credit Outstandings and obligations under this Agreement, Revolving Credit Commitment and (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than (in the case of (in aggregate) the Revolving Credit Outstandings (and/or the Revolving Credit Commitments)) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (unless each A) with the consent of the Borrower and the Administrative Agent otherwise consentor (B) or, if less, the entire amount such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (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 to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver subject to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more prior consent of the parties to the Assignment Administrative Agent and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and which consent shall not be payable if the assignee is a Federal Reserve Bankunreasonably withheld or delayed); provided, (v) however, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required after the occurrence and during the continuance of for any assignment which occurs when any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) shall have occurred and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andcontinuing.

Assignments and Participations. (a) Each Lender 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(gother than a Designated Bidder) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the A Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) and 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and, except in the case of an assignment to a Lender Affiliate, a 52 processing and recordation fee of $3,500 3,000, and shall send to the Borrower an executed counterpart of such Assignment and Acceptance, and provided further, however, that (which shall be payable by one or more i) the sum of (x) the amount of the parties Commitment of the assigning Lender being assigned to the Assignment and Assumptionassignee pursuant to each such assignment (determined as of the date of the Assignment) plus (y) the amount of the "Commitment" of the assigning Lender under the Short-Term Revolving Credit Agreement and/or the Canadian Credit Agreement contemporaneously assigned by such assigning Lender to such assignee as contemplated by clause (iii) of this sentence must be equal to or greater than $25,000,000, and not by or if less, the entire amount of such assigning Lender's "Commitment" (unless the Borrower and the Administrative Agent shall otherwise consent, which consent may be withheld for any reason) and must be an integral multiple of $1,000,000, (ii) any assignment to a Lender Affiliate will not relieve the assigning Lender of its obligation to make Advances hereunder timely in accordance with the terms hereof in the event such Lender Affiliate shall fail to do so and (iii) except in the case of an assignment to a demand under Lender Affiliate or as required by the Borrower pursuant Section 8.07(g))2.21(d) or 2.22, each such assignment shall be of a constant, and not a varying, percentage of all such Lender's rights and obligations under this Agreement (other than any right to make B Advances, any B Advances or any Notes) and the same constant percentage of all such Lender's rights and obligations, if any, under the Short-Term Revolving Credit Agreement and the Canadian Credit Agreement unless the Short-Term Revolving Credit Agreement or the Canadian Agreement, as the case may be, has been terminated, shall not be payable if contemporaneously assigned by such assigning Lender to the same assignee is a Federal Reserve Bank), (vpursuant to Section 8.07(a) the consent of the Borrower shall not be required after Short-Term Revolving Credit Agreement and Section 9.07(a) of the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofCanadian Credit Agreement. Upon such the execution, delivery, acceptance and recordingrecording of each Assignment and Acceptance by the parties thereto, from and after the effective date specified in each such Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (y) except as otherwise provided in clause (ii) above, 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, except in the circumstances contemplated by clause (ii) 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 shall cease to be a party hereto, provided, however, that such assigning Lender shall retain any claim with respect to any fee, interest, cost, expense or indemnity which accrues, or relates to an event that occurs, prior to the date of such assignment pursuant to Section 2.03, 2.06, 2.07, 2.11, 2.12, 2.15 or 8.04).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitments or Commitments, the Advances owing to it and the Note or Notes held by it), but excluding, in the case of the L/C Bank, its participation in Facility LCs)rights and obligations to Issue Letters of Credit hereunder; provided PROVIDED, HOWEVER, that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (of, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments or an integral multiple of $1,000,000 in excess thereof, (ii) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount and in respect of one or more of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentFacilities, (iii) each such assignment shall be to an Eligible Assignee, 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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).

Assignments and Participations. (a) Each Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitment, rights and obligations with respect to the Advances owing to it Loans and its participation in Facility LCsthe Letters of Credit); provided provided, however, that (i) each if any such assignment shall be of a constantthe assigning Lender’s Outstandings and Commitments, and not a varying, such assignment shall cover the same percentage of all of the assigning Xxxxxxsuch Lender’s rights Outstandings and obligations under this AgreementCommitment, (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $10,000,000 (unless each or an integral multiple of $1,000,000 in excess thereof, except, in either case, with the consent of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (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 to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver subject to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more prior consent of the parties to the Assignment Administrative Agent and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and which consents shall not be payable if the assignee is a Federal Reserve Bankunreasonably withheld or delayed); and provided, (v) further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required after the occurrence and during the continuance of for any assignment occurring when any Event of Default under Section 6.01(a)shall have occurred and be continuing; and provided, Section 6.01(c)(i) (with respect further, that no such sale, transfer, negotiation or assignment shall be permitted if, after giving effect to a breach such sale, transfer, negotiation or assignment, Affiliates of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed that are Lenders would hold, collectively, greater than or equal to have consented to any such assignment unless it shall object thereto by written notice to 50% of the Administrative Agent within five Business Days after having received notice thereof. Upon such executionoutstanding Loans or Commitments, deliveryas the case may be, acceptance and recording, from and after under the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andFacility.

Assignments and Participations. (a) Each Lender maymay and, 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 (so long as no Default shall have occurred and be continuing and following a demand by such Lender pursuant to Section 8.07(g2.11 or 2.14) or (h) shall upon at least five Business Days’ notice to such Lender and the extent required by such SectionAgent, will, assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts accrued or payable to such Lender under this Agreement, and (vi) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 (which payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except that no such recordation fee shall be payable in the case of a demand under Section 8.07(g)), and shall not be payable if an assignment made at the assignee is a Federal Reserve Bank), (v) the consent request of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofan Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 7.05 to the extent any claim thereunder relates to an event arising prior to such assignment) 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).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances Loans owing to it and its participation in Facility LCsany Note or Notes held by it); provided 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 or Affiliate or Approved Fund of a constant, and not a varying, percentage Lender or an assignment of all of the assigning Xxxxxx’s a Lender's rights and obligations under this AgreementAgreement or in respect of any Facility, (ii) the Commitment Amount amount of the Commitments and/or Loans of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) orUS$1,000,000, if lessor CDN$1,000,000, the entire amount of such Lender’s Commitmentas applicable, and shall be an in integral multiple multiples of $1,000,000 US$100,000 or such Xxxxxx’s entire CommitmentCDN$100,000, as applicable in excess thereof, (iiiii) each such assignment shall be to an Eligible AssigneeAssignee or to an Affiliate or Approved Fund of the assignor, (iii) except for any assignments by the Administrative Agent and any assignments to another Lender or an Affiliate or an Approved Fund of the assigning Lender or of any other Lender or an SPV, each assignment shall require the written consent of (A) the Administrative Agent, and (B) unless a Default or Event of Default has occurred and is continuing, the Borrower, such consent in each case not to be unreasonably 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which US$3,500; provided, however that no such fee shall -------- ------- be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of an assignment to an Affiliate, an SPV or an Approved Fund of the assigning Lender; and, provided further, that in the -------- ------- case of contemporaneous assignments by a demand under Section 8.07(g)Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), and only a single such US$3,5000 fee shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any for all such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofcontemporaneous assignments. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and AssumptionAcceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights rights, benefits and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, have (in addition to any such rights and obligations theretofore held by it) the rights rights, benefits and obligations of a Lender hereunder; provided that, the rights and benefits under Section 2.10 shall -------- ---- only be available to the assignee to the extent that the assigning Lender would have had such rights and benefits and (y) the Lender assignor thereunder shall, to the extent that rights, benefits and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and benefits 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, benefits and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, Party may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that -------- ------- (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations hereunder and thereunder (including, without limitation, under and in respect of the assigning Xxxxxx’s Facilities) on a pro rata basis with respect thereto, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender Party's and Hedge Bank's rights and obligations under this AgreementAgreement and the other Loan Documents, (ii) as applicable, the amount of the 133 Commitment Amount of the assigning Xxxxxx Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment5,000,000, (iii) each no such assignments shall be permitted without the prior consent of the Administrative Agent (which may be withheld for any reason) until the earlier to occur of (x) the date on which the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed or (y) the 120th day following the Initial Funding Date, (iv) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to an Eligible Assigneemake payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) or Section 2.12 and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (ivb) or Section 2.12, 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and 3,000. Swing Line Notes shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence subject to assignment and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower all amounts owing thereunder shall be deemed to have consented to any such owing under the applicable Revolving Credit Note at the time of an assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andSection 8.07.

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, 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(g2.10(e) or (h) shall upon at least five Business Days’ notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term C Commitment, the Advances owing to it and its participation in Facility LCsthe Term C Note or Term C Notes held by it); provided provided, however, 108 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 the assigning XxxxxxFacility, (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 an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Term C Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s CommitmentBorrower); provided, and that simultaneous assignments to or by two or more Related Funds shall be an integral multiple treated as one assignment for purposes of $1,000,000 or such Xxxxxx’s entire Commitmentthe minimum assignment requirement, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.10(e) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Term C Commitments hereunder has been completed and (vii) 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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 any Term C Note or Term C Notes (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (vany) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant subject to such Assignment and Assumption, have the rights and obligations of a Lender hereunder andassignment.

Assignments and Participations. (a) Each Lender Bank may, with the prior written consent of the Borrowerand so long as no Default shall have occurred and be continuing, 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 Company pursuant to Section 8.07(g2.11 upon at least five (5) or (h) shall Business Days' notice to such Bank and the extent required by such SectionAdministrative Agent, will, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, its LOC Participating Interests and the Advances LOC Disbursements owing to it and its participation in Facility LCsit); provided that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreementof such Bank hereunder, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was (x) a Bank or an Affiliate of a Bank, the aggregate amount of the Commitment Amount of the assigning Xxxxxx being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $10,000,000 (1,000,000 unless each it is an assignment of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s assignor's Commitment, or (y) not a Bank or an Affiliate of any Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000 unless it is an integral multiple assignment of $1,000,000 or the entire amount of such Xxxxxx’s entire assignor's Commitment, (iii) each such assignment shall be to an Eligible AssigneeAssignee and such assignment is consented to and approved by the Administrative Agent, the Issuing Bank and, so long as there then exists no Event of Default, the Company (such approvals not to be unreasonably withheld), (iv) each assignment made as a result of a demand by the Company pursuant to Section 2.11 shall be arranged by the Company after consultation with the Administrative Agent, and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.11 unless and until such Bank shall have received one or more payments from either the Company or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the LOC Disbursements made by such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, the Company shall not be subject to additional amounts under Section 2.06 or 2.08, and (vii) 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 Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,500.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and may upon at least 30 days' notice to the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its CommitmentAgreement; provided, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Xxxxxx’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such in excess of that amount and (B) the full amount of the assigning Xxxxxx’s entire '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 AgentAgent (with a copy to the Borrower), for its acceptance and recording in the Lender Register, an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which or such lesser amount as shall be payable by one or more of the parties to the Assignment and Assumption, and not approved 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)Administrative Agent, (v) the consent parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Borrower Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall not agree to be required after bound by the occurrence confidentiality provisions of Article Twelve and during (vii) there shall be no increased costs, expenses or Taxes incurred by the continuance of Administrative Agent or any Event of Default under Section 6.01(a)Lender Group upon assignment or participation and provided, Section 6.01(c)(i) (further that notwithstanding the foregoing, with respect to any assignment by a breach Lender to another Lender in its Lender Group that is already party to this Agreement, no prior notice, execution and delivery of Section 5.02(c) only) an Assignment and Acceptance or Section 6.01(e) payment of a processing and (vi) the Borrower recordation fee shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofapply. Upon such execution, delivery, acceptance delivery and recordingrecording by the Administrative Agent, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (ii) 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). 138

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and may upon at least 30 days' notice to the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its CommitmentAgreement; provided, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Xxxxxx’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such in excess of that amount and (B) the full amount of the assigning Xxxxxx’s entire '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 AgentAgent (with a copy to the Borrower), for its acceptance and recording in the Lender Register, an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which or such lesser amount as shall be payable by one or more of the parties to the Assignment and Assumption, and not approved 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)Administrative Agent, (v) the consent parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Borrower shall not be required after Administrative Agent) incurred by the occurrence and during the continuance of any Event of Default under Section 6.01(a)Administrative Agent in connection with such assignment, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the Borrower confidentiality provisions of Article Twelve and (vii) there shall be deemed to have consented to any such assignment unless it shall object thereto no increased costs, expenses or Taxes incurred by written notice to the Administrative Agent within five Business Days after having received notice thereofor any Lender Group upon assignment or participation. Upon such execution, delivery, acceptance delivery and recordingrecording by the Administrative Agent, from and after the effective date specified in each DB1/ 139452285.4 133 154304283v7 Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (ii) 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). (b) 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; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) 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; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (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 such 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. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names, addresses and Commitment of each Lender and the Principal Xxxxxx (and stated interest) of each Loan made by each Lender from time to time (the "Lender Register"). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this Agreement. The Lender Register shall be available for inspection by any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Subject to the provisions of Section 11.01(a), upon its receipt of an Assignment and Acceptance executed by an assigning Xxxxxx and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Administrative Agent shall then record the information contained therein in the Lender Register. DB1/ 139452285.4 134 154304283v7 (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, that (i) such Lender's obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) 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 and (iv) the Borrower provides its prior written consent to the sale of such participation (such consent of the Borrower not to be unreasonably withheld). Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive payment) under Sections 2.10 and 2.11; provided, that no participant shall be entitled to receive payment under either such Section in excess of the amount that would have been payable under such Section by the Borrower to the Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such Section in an amount which exceeds the sum of (i) the amount to which such Lender is entitled under such Section with respect to any portion of any Loan owned by such Lender which is not subject to any participation plus (ii) the aggregate amount to which its participants are entitled under such Sections with respect to the amounts of their respective participations. With respect to any participation described in this Section, the participant's rights as set forth in the agreement between such participant and the applicable Lender to agree to or to restrict such Xxxxxx's ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be limited to the right to consent to any of the matters set forth in Section 11.01. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the obligations under this Agreement (the "Participant Register"); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitment or Loan or its other obligations under the Agreement) to any person except to (A) the Administrative Agent and (B) the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (f) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower. (g) Nothing herein shall prohibit any Lender from (i) pledging or assigning as Collateral any of its rights under this Agreement to any Federal Reserve Bank or any other Governmental Authority in accordance with Applicable Law or (ii) pledging or granting a

Assignments and Participations. (a) Each Lender may, with the prior written consent and so long as no Event of the BorrowerDefault shall have occurred and be continuing, each LC Issuershall, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded following a demand made by the Borrower pursuant to Section 8.07(g4.05(d) or (h) shall upon at least five Business Days’ written notice from the Borrower to such Lender and the extent required by such SectionAdministrative Agent, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitments, the Advances owing to it and the Note or Notes held by it and its participation in Facility LCsRevolving Credit-Linked Deposit Amounts); provided provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, and in respect of the Facilities; (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Term Advances or Revolving Credit-Linked Deposit Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, 1,000,000 and shall be an integral multiple of $1,000,000 thereof (or such Xxxxxx’s entire Commitmentlesser amount as may be approved by the Administrative Agent), provided, that for purposes of this Section 11.07(a)(ii), the Term Advances and Revolving Credit-Linked Deposit Amounts held by Affiliates and related Approved Funds may be aggregated; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 4.05(d) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 4.05(d) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender and its Revolving Credit-Linked Deposits, together with accrued interest or return thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed; and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in via an electronic settlement system acceptable to the RegisterAdministrative Agent (or, an Assignment and Assumptionif previously agreed with the Administrative Agent, together with manually), shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which shall fee may be payable by one waived or more reduced in the sole discretion of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)Administrative Agent), and shall not be payable if deliver to the assignee is a Federal Reserve Bank), (v) Administrative Agent any Notes subject to such assignment. Without the consent of the Borrower and the Administrative Agent, the Revolving Credit-Linked Deposits of any Lender shall not be required after released in connection with any assignment by such Lender, but shall instead be purchased by the occurrence relevant assignee and during continue to be held for application (to the continuance extent not already applied) in accordance with Section 3.01 to satisfy such assignee’s obligations in respect of any Event Revolving Advances and participation in Letters of Default under Section 6.01(a), Section 6.01(c)(i) (with respect Credit. Each Lender agrees that immediately prior to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder Administrative Agent shall establish a new Revolving Credit-Linked Deposit Account in the name of such assignee, (y) unless otherwise consented by the Administrative Agent, a corresponding portion of the amount on deposit in the Revolving-Credit Linked Deposit Account of the assignor Lender shall be a party hereto and, purchased by the assignee and shall be transferred from the assignor’s Revolving Credit-Linked Deposit Account to the extent that rights assignee’s Revolving Credit-Linked Deposit Account and obligations hereunder have been assigned to it pursuant (z) if after giving effect to such Assignment and Assumptionan assignment the aggregate amount of the Revolving Credit-Linked Deposit Account of the assignor Lender shall be $0, have the rights and obligations Administrative Agent shall close the Revolving Credit-Linked Deposit Account of a Lender hereunder andsuch assignor Lender.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, Party may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 the assigning Xxxxxx’s Facilities on a pro rata basis with respect to each Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender Party's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment5,000,000, (iii) each no such assignments shall be permitted without the prior consent of the Administrative Agent (which may be withheld for any reason) until the earlier to occur of (x) the date on which the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed or (y) the 120th day following the Initial Funding Date, (iv) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to an Eligible Assigneemake payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) or Section 2.12 and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (ivb) or Section 2.12, 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,000.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and may upon at least 30 days' notice to the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, Agents assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its CommitmentAgreement; provided, the Advances owing to it and its participation in Facility LCs); provided that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Xxxxxx’s 's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event be less than the lesser of (A) $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such in excess of that amount and (B) the full amount of the assigning Xxxxxx’s entire '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 AgentAgent (with a copy to the Borrower), for its acceptance and recording in the Lender Register, an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which or such lesser amount as shall be payable by one or more of the parties to the Assignment and Assumption, and not approved 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)Administrative Agent, (v) the consent parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Borrower Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall not agree to be required after bound by the occurrence confidentiality provisions of Article Twelve and during (vii) there shall be no increased costs, expenses or Taxes incurred by the continuance of Administrative Agent or any Event of Default under Section 6.01(a)Lender Group upon assignment or participation and provided, Section 6.01(c)(i) (further that notwithstanding the foregoing, with respect to any assignment by a breach Lender to another Lender in its Lender Group that is already party to this Agreement, no prior notice, execution and delivery of Section 5.02(c) only) an Assignment and Acceptance or Section 6.01(e) payment of a processing and (vi) the Borrower recordation fee shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofapply. Upon such execution, delivery, acceptance delivery and recordingrecording by the Administrative Agent, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, have the rights and obligations of a Lender hereunder and (ii) 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 140 149194398v7 portion of an assigning Xxxxxx's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) 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; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) 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; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (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 such 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. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names, addresses and Commitment of each Lender and the Principal Xxxxxx (and stated interest) of each Loan made by each Lender from time to time (the "Lender Register"). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this Agreement. The Lender Register shall be available for inspection by any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Subject to the provisions of Section 11.01(a), upon its receipt of an Assignment and Acceptance executed by an assigning Xxxxxx and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Administrative Agent shall then record the information contained therein in the Lender Register. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, that (i) such Lender's obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Xxxxxx's rights and obligations under this Agreement 141 149194398v7 and (iv) the Borrower provides its prior written consent to the sale of such participation (such consent of the Borrower not to be unreasonably withheld). Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive payment) under Sections 2.10 and 2.11; provided, that no participant shall be entitled to receive payment under either such Section in excess of the amount that would have been payable under such Section by the Borrower to the Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such Section in an amount which exceeds the sum of (i) the amount to which such Lender is entitled under such Section with respect to any portion of any Loan owned by such Lender which is not subject to any participation plus (ii) the aggregate amount to which its participants are entitled under such Sections with respect to the amounts of their respective participations. With respect to any participation described in this Section, the participant's rights as set forth in the agreement between such participant and the applicable Lender to agree to or to restrict such Xxxxxx's ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be limited to the right to consent to any of the matters set forth in Section 11.01. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the obligations under this Agreement (the "Participant Register"); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitment or Loan or its other obligations under the Agreement) to any person except to (A) the Administrative Agent and (B) the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (f) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower. (g) Nothing herein shall prohibit any Lender from (i) pledging or assigning as Collateral any of its rights under this Agreement to any Federal Reserve Bank or any other Governmental Authority in accordance with Applicable Law or (ii) pledging or granting a security interest in all or any portion of its rights (including payments to it under this Agreement and the other Basic Documents) under this Agreement to a collateral trustee in order to comply with Rule 3a-7 under the Investment Company Act; provided, that in each case, (A) any such pledge or Collateral assignment may be made without compliance with Section 11.01(a) or 11.01(b) and (B) no such pledge or grant of a security interest shall release a Lender from any of 142 149194398v7 its obligations hereunder or substitute any such pledgee or grantee for such Lender as a party hereto. ARTICLE

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.12) or (h) shall upon at least five Business Days' notice to such Lender and the extent required by such SectionAdministrative Agent will, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each 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 an Approved Fund of any Lender or an assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments and Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless or, in each of the Borrower and case, such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 Borrower) under each Facility for which a Commitment or such Xxxxxx’s entire CommitmentAdvance is being assigned, (iiiii) each such assignment shall be to an Eligible Assignee, Assignee and (iviii) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and (except in the case of an assignment to a Person that, immediately prior to such assignment, was an Affiliate or an Approved Fund of the assigning Lender) a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and3,500.

Assignments and Participations. (a) Each Lender maymay and, 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 (following a demand by such Lender pursuant to Section 8.07(g2.11 or 2.14) or (h) shall upon at least five Business Days’ notice to such Lender and the extent required by such SectionAgent, will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitmentincluding, without limitation, the Advances Loans owing to it it, and its participation in Facility LCsthe Term Note or Term Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under and in respect of the assigning XxxxxxFacility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount amount of the Loans of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin excess thereof unless, in each case, the Borrower and the Agent agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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 AssumptionAcceptance, together with any Term Note subject to such assignment and a processing and recordation fee of $3,500 (which payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except that no such recordation fee shall be payable in the case of a demand under Section 8.07(g)), and shall not be payable if an assignment made at the assignee is a Federal Reserve Bank), (v) the consent request of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a)to an Eligible Assignee that is an existing Lender, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vivii) any Lender may, without the approval of the Borrower shall be deemed to have consented and the Agent, assign all or a portion of its rights to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofof its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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 2.11, 2.14 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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.13) or (h) shall upon at least five Business Days’ notice to such Lender and the extent required by such SectionAgent, will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentagree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 (which payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except that no such recordation fee shall be payable in the case of a demand under Section 8.07(g)), and shall not be payable if an assignment made at the assignee is a Federal Reserve Bank), (v) the consent request of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofan Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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 2.10, 2.13 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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Any Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, Loans and LC Exposure at the Advances time owing to it and its participation in Facility LCsit); provided that (i) each such except in the case of an assignment shall be of a constant, and not a varying, percentage of all the entire remaining amount of the assigning XxxxxxLender’s rights Commitment, Loans and obligations under this AgreementLC Exposure or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (ii) the aggregate amount of the Commitment Amount (which for this purpose includes Loans and LC Exposure outstanding thereunder) of the assigning Xxxxxx being assigned pursuant Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than $10,000,000 (5,000,000 and increments of $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent) orand, if lessso long as no Event of Default has occurred and is continuing, the entire amount of Borrower otherwise consent (each such Lender’s Commitment, and shall consent not to be an integral multiple of $1,000,000 unreasonably withheld or such Xxxxxx’s entire Commitmentdelayed), (iiiii) each such partial assignment shall be to made as an Eligible Assignee, assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and (iviii) 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 AssumptionAssumption Agreement, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption3,500, and not by the Borrower (except in the case of a demand under Section 8.07(g))Eligible Assignee, and if it shall not be payable if the assignee is a Federal Reserve Bank)Lender, (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice deliver to the Administrative Agent within five Business Days after having received notice thereofan Administrative Questionnaire. Upon such execution, delivery, Subject to acceptance and recordingrecording thereof by the Administrative Agent pursuant to paragraph (b) of this Section, from and after the effective date specified in each Assignment and AssumptionAssumption Agreement, (x) the assignee Eligible 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 AssumptionAssumption Agreement, have the rights and obligations of a Lender hereunder under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.3, 4.4, 4.5, 4.7, 11.3 and 11.4). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 any or all Facilities, (ii) except in the assigning Xxxxxxcase of an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) the Commitment Amount Agreement or an assignment of Term Advances to an Affiliate or an Approved Fund of the assigning Xxxxxx Lender, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consentAgent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentother than among affiliate funds under each Facility for which a Commitment is being assigned, (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 an Assignment Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, for its acceptance manually), and recording in shall pay to the Register, an Assignment and Assumption, together with Administrative Agent a processing and recordation fee of $3,500 (which shall fee may be payable by one waived or more reduced in the sole discretion of the parties to the Assignment and AssumptionAdministrative Agent), and not (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement (except including, in the case of a demand under Section 8.07(g))an Issuing Bank, and shall not be payable if the assignee is a Federal Reserve such Issuing Bank’s Letter of Credit Commitment), (v) no Lender shall be obligated to make any such assignment as a result of a demand by the consent Borrower pursuant to Section 2.10(e) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Borrower shall not be required after Advances owing to such Lender, together with accrued interest thereon to the occurrence date of payment of such principal amount and during the continuance of any Event of Default all other amounts payable to such Lender under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) this Agreement and (vi) in the Borrower case of assignments in respect of the Term Facilities, the Administrative Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written give notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after Borrower of the effective date specified in each Assignment and Assumption, (x) identity of 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 Assumption, have the rights and obligations of a Lender hereunder andthereunder.

Assignments and Participations. (a) Each Lender maymay (and, 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 in accordance with Section 8.07(g2.10(e) or (h9.01(b) shall to the extent required by such Section, will) assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 XxxxxxFacilities, (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) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless 5,000,000 under each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be Facility or an integral multiple of $1,000,000 in excess thereof (or such Xxxxxx’s entire Commitmentlesser 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) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) or 9.01(b) shall be an assignment of all rights and obligations of the assigning Lender under this Agreement, (v) 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 and so long as no Default shall have occurred and be continuing, each assignment shall be made with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, (vi) no such assignments shall be permitted (A) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time without the consent of the Administrative Agent (which consent shall not be unreasonably withheld), and (vii) 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 AssumptionAcceptance, 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 (which shall be payable by one or more 3,500; provided, however, that for each such assignment made as a result of the parties to the Assignment and Assumption, and not a demand by the Borrower (except in the case of a demand under pursuant to Section 8.07(g)2.10(e) or 9.01(b), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance the applicable processing and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrecordation fee.

Assignments and Participations. (a) Each Lender maymay and, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.13) or (h) shall upon at least five Business Days' notice to such Lender and the extent required by such SectionAgent, will assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be or an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.06(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.06(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment (which not including the Borrower), provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except that no such recordation fee shall be payable in the case of a demand under Section 8.07(g)), and shall not be payable if an assignment made at the assignee is a Federal Reserve Bank), (v) the consent request of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a)to an Eligible Assignee that is an existing Lender, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vivii) any Lender may, without the approval of the Borrower shall be deemed to have consented and the Agent, assign all or a portion of its rights to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofof its Affiliates. Upon such execution, delivery, acceptance and NYDOCS02/767329 recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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 2.10, 2.13 and 8.04 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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances Term Loans owing to it and its participation in Facility LCsany Term Note or Term Notes held by it); provided provided, however, that (i) each 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 an Approved Fund of any Lender, or an assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s a Lender's rights and obligations under this Agreementthe Term Loan Facility, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Term Loans being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of or such lesser amount as may be agreed by the Borrower and the Administrative Agent otherwise consentAgent, such agreement not to be unreasonably withheld) or, if less, the entire amount of such Lender’s Commitment, and shall be in an integral multiple of $1,000,000 or 500,000, (ii) such Xxxxxx’s entire Commitmentassignment (other than an assignment to an Affiliate) shall be accompanied by an assignment by such Lender and/or its Affiliates of the Percentage Interest of the Series A Preferred Stock, Series B Convertible Preferred Stock (if any) and any other Equity Interest in the Borrower then held by such Lender and its Affiliates, (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 AssumptionAcceptance, together with any Term Note or Term Notes subject to such assignment and a processing and recordation fee of $3,500 (which 3,500. As used herein, "Percentage Interest" shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, mean (x) the assignee thereunder shall be a party hereto and, to aggregate principal amount of the extent that rights Term Loans being assigned divided by (y) the aggregate principal amount of all Term Loans held by the assigning Lender and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder andits Affiliates.

Assignments and Participations. (a) Each Lender maymay and, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.13) or (h) shall upon at least 5 Business Days’ notice to such Lender and the extent required by such SectionAgent, will, assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 (which payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except that no such recordation fee shall be payable in the case of a demand under Section 8.07(g)), and shall not be payable if an assignment made at the assignee is a Federal Reserve Bank), (v) the consent request of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofan Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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 2.10, 2.13 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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, 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 (following a demand by the Lender pursuant to Section 8.07(g2.10(a) or (hand 2.10(b)) upon at least 5 Business Days' notice to such Lender and the Administrative Agent, shall to the extent required by such Section, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, Commitment and the Advances owing to it and its participation in Facility LCsNote or Notes held by it); provided that provided, however, (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of assignments to affiliates or other Lenders, the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, 5,000,000 and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least 5 days after the execution and delivery thereof to the Administrative Agent, (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 AssumptionAcceptance, 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 Credit Agreement portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, (x) may assign to one or more of its Affiliates or Subsidiaries and (y) may with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders Administrative Agent and the Administrative Agent Borrower (which such consents shall not to be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities entities, all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitments, the Advances owing to it and its participation in Facility LCsthe Notes held by it); provided, however, that such assignment or any activity intended to give rise to an assignment shall not be initiated prior to the receipt by the Lenders of notice from the Arrangers that the syndication of this Agreement has been completed; provided further, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all such Lender's rights and obligations under and in respect of the assigning Xxxxxx’s Working Capital Facility (other than any right to make Competitive Bid Advances or Competitive Bid Advances owing to it), (ii) except in the case of an assignment to a Person that immediately prior to such assignment was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) Agreement the Commitment Amount amount of the Commitments of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment10,000,000, (iii) each such assignment shall be to a Lender, an Eligible AssigneeAssignee or to an Affiliate or Subsidiary of the assignor, 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 AssumptionAcceptance, together with any Note subject to such assignment, and a processing and recordation fee of $3,500 (which shall be payable by one or more of 3,000 for each assignment completed after the parties notice referred to the Assignment and Assumption, and not by the Borrower (except in the case first proviso of a demand under this Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof9.07 has been received. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and AssumptionAcceptance, (x) the assignee thereunder shall be a 106 102 party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AssumptionAcceptance, 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).

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, Bank may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Notes held by it); provided, however, that, except as provided that in Section 8.08(g), (i) except with respect to any assignment to an Affiliate, each Bank may enter into any such assignment only if each of such Bank's Affiliates which is a Bank hereunder simultaneously assigns to an Affiliate of the proposed assignee a percentage of its Maximum Commitment equal to the percentage of the Maximum Commitment of such Bank being assigned (for example, if a U.S. Bank assigns 40% and any Affiliate of it is a Canadian Bank, each such Canadian Bank shall also assign 40%), (ii) and each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of this Agreement, (iii) except in the assigning Xxxxxx’s case of an assignment of all of a Bank's rights and obligations under this AgreementAgreement or an assignment to another Bank, (ii) the amount of the Commitment Amount of the assigning Xxxxxx Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) plus the amount of any Commitment of an Affiliate of an assigning Bank being assigned pursuant to clause (i) of this Section 8.08(a) shall in no event be less than $10,000,000 (unless each the lesser of 3 1/2% of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire aggregate amount of such Lender’s Commitment, and shall be an integral multiple of the Commitments or U.S. $1,000,000 or such Xxxxxx’s entire Commitment5,000,000, (iiiiv) 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, Assignee or an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case Affiliate of a demand under Section 8.07(g)), and shall Bank that is not be payable if the assignee is a Federal Reserve Bank)an Investment Fund, (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any each such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, an Eligible Assignee (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 Assumption, have the rights and obligations other than an Affiliate of a Lender hereunder andBank that is

Assignments and Participations. (a) Each Lender may, with may assign its Rights and obligations as a Lender under 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) or (h) shall to the extent required by such Section, assign Loan Papers to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its CommitmentEligible Assignees, the Advances owing to it and its participation in Facility LCs); provided that so long as (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights Rights and obligations under this Agreementthereunder, (ii) the Commitment Amount Company shall approve of the assigning Xxxxxx assignee (which approval shall not be unreasonably withheld with respect to an Eligible Assignee which is organized under the laws of the United States or any state thereof), (iii) the Eligible Assignee or the Lender entering into such assignment, as the case may be, shall deliver to the Administrative Lender a processing fee of $3,000, and (iv) the amount of the Commitment, Advances and Reimbursement Obligations being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption assignment with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower 5,000,000 and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be which is an integral multiple of $1,000,000 or 1,000,000. Within five Business Days after notice of any such Xxxxxx’s entire Commitmentassignment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment Company shall execute and deliver to the Administrative AgentLender, in exchange for the Note issued to such Lender, new Notes to the order of such Lender and its acceptance and recording assignee in amounts equal to their respective Specified Percentages of the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which Commitment. Such new Notes shall be payable by one or more dated the effective date of the parties to the Assignment assignment. It is specifically acknowledged and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from agreed that on and after the effective date specified in of each Assignment and Assumptionassignment, (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 Assumption, shall have the rights Rights and obligations of a Lender hereunder andunder the Loan Papers.

Assignments and Participations. (a) Each Lender may, with the prior written consent of the Borrowerand so long as no Default shall have occurred and be continuing, 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(g2.08(e) or (h9.01(b) shall upon at least five Business Days' notice to such Lender and the extent required by such SectionAdministrative Agent will, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 the assigning Xxxxxx’s Facility (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date), (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 an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 1,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consentAgent) or, if less, under the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentFacility for which a Commitment is being assigned, (iii) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender's rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, (iv) each such assignment shall be to an Eligible Assignee, (ivv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.08(e) or 9.01(b) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.08(e) or 9.01(b) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vii) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and (viii) the Administrative Agent shall have received a processing and recordation fee of $3,500 (which fee, in the event such assignment is made as a result of a demand by the Borrower pursuant to Section 2.08(e) or 9.01(b), shall be payable by one the Borrower and/or the relevant Eligible Assignee); provided that only on such fee shall be payable in connection with simultaneous assignments by or to two or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andrelated Approved Funds.

Assignments and Participations. (a) Each Lender mayAfter first obtaining the approval of Agent and Borrower (other than upon the occurrence and during the continuance of any Event of Default), with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall approval will not be unreasonably withheld or delayed)withheld, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, each Lender may assign to one or more banks or other entities financial institutions, all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Commitment, Commitment and the Advances Loans owing to it it) and its participation in Facility LCs)other Loan Documents; provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s Lender's rights and obligations under this AgreementAgreement and other Loan Documents, and the assignment shall cover the same percentage of such Lender's Commitment and Loans, (ii) the aggregate amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than Ten Million Dollars ($10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent10,000,000) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of One Million Dollars ($1,000,000 or such Xxxxxx’s entire Commitment1,000,000), (iii) each after giving effect to such assignment assignment, the aggregate amount of the Commitment retained by the assigning Lender shall in no event be to an Eligible Assigneeless than Five Million Dollars ($5,000,000), (iv) at all times prior to its resignation or replacement or an Event of Default, Agent's Commitment shall be equal to or exceed the Commitment of each other Lender, (v) 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 Assumption, together with and (vi) Agent shall receive from the assignor a processing and recordation fee of Three Thousand Dollars ($3,500 3,000). Without restricting the right of Borrower or Agent to reasonably object to any bank or financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank or financial institution which (which shall be payable by one or more of the parties to the Assignment and AssumptionA) has (or, 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 bank which is a Federal Reserve Banksubsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Xxxxx'x Investors Services, Inc. or a comparable rating by a rating agency acceptable to Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000), . Unless Agent or Borrower gives written notice to the assigning Lender that it objects to the proposed assignment (v) the consent together with a written explanation of the Borrower shall not be required after reasons 105 behind such objection) within ten (10) Business Days following receipt of the occurrence and during assigning Lender's written request for approval of the continuance of any Event of Default under Section 6.01(a)proposed assignment, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) Agent or Section 6.01(e) and (vi) Borrower, as the Borrower case may be, shall be deemed to have consented to any approved such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofassignment. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and Assumption, (xX) 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 Assumption, have the rights and obligations of a Lender hereunder, and (Y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder andhave been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement.

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent so long as no Event of the BorrowerDefault shall have occurred and be continuing, 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) or (h) shall 2.12(h), upon at least five Business Days' notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Facilities, (ii) except in the assigning Xxxxxx’s case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender, or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 5,000,000 (unless each of the Borrower and or such lesser amount as shall be approved by the Administrative Agent otherwise consent) orand, if lessso long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire CommitmentBorrower) under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent and the Syndication Agent (such consent not to be unreasonably withheld or delayed) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of (x) $3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption3,000, 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)any assignment other than an assignment described in clause (y) or (z) below, (vy) $1,500, in the consent case of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect an assignment to a breach of Section 5.02(c) only) or Section 6.01(e) an existing Lender and (viz) $0 in the Borrower shall be deemed case of an assignment by an existing Lender to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such executionits Affiliates, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and$3,000.

Assignments and Participations. (a) Each Lender 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) or (h) shall to the extent required by such Section, may assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 the assigning Xxxxxx’s Tranche A Commitment or the Tranche B Commitment, as the case may be, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or all of a Lender's rights and obligations under this Agreement, (ii) the aggregate amount of the Tranche A Commitment Amount and outstanding Tranche A Advances or Tranche B Commitment and outstanding Tranche B Advances of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower with respect to such Tranche A Commitment and the Administrative Agent otherwise consent) or, if less, the entire amount of $10,000,000 with respect to such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Tranche B Commitment, (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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be 4,000 payable by one or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereofEligible Assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder and100

Assignments and Participations. (a) Each Lender maymay sell, with the prior written consent of the Borrowertransfer, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld negotiate or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitmentrights and obligations with respect to the Advances; provided, the Advances owing to it and its participation in Facility LCs); provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) the Commitment Amount of the assigning Xxxxxx aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than (in an aggregate amount of the Advances and the Revolving Credit Outstandings (and/or Revolving Credit Commitments, as the case may be) $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (unless each A) with the consent of the Borrower and the Administrative Agent otherwise consentor (B) or, if less, the entire amount such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (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 to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver subject to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall be payable by one or more prior consent of the parties to the Assignment Administrative Agent and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and which consent shall not be payable if the assignee is a Federal Reserve Bankunreasonably withheld); provided, (v) however, that, notwithstanding any other provision of this Section 12.2, the consent of the Borrower shall not be required after the occurrence and during the continuance of for any assignment which occurs when any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) shall have occurred and (vi) the Borrower be continuing. Any such assignment shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to ratable as between the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance Advances and recording, from the Revolving Credit Facility under the Revolving and after the effective date specified in each Assignment and Assumption, (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 Assumption, have the rights and obligations of a Lender hereunder andTerm Credit Agreement.

Assignments and Participations. (a) Each Lender 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.13) or (h) shall upon at least five Business Days' notice to such Lender and the extent required by such SectionAgent will, assign to one or more banks or other entities Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and its participation in Facility LCsany Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be 5,000,000 or an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitmentin excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) 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 AssumptionAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 (which payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except that no such recordation fee shall be payable in the case of a demand under Section 8.07(g)), and shall not be payable if an assignment made at the assignee is a Federal Reserve Bank), (v) the consent request of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a)to an Eligible Assignee that is an existing Lender, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vivii) any Lender may, without the approval of the Borrower shall be deemed to have consented and the Agent, assign all or a portion of its rights to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofof its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (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 AssumptionAcceptance, 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).

Assignments and Participations. (a) Each Lender maymay and, with the prior written consent so long as no Event ------------------------------ of the BorrowerDefault shall have occurred and be continuing, 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 (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.12) or (h) shall upon at least five Business Days' notice to such Lender and the extent required by such SectionAdministrative Agent, will assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 Xxxxxx’s 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 an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the Commitment Amount aggregate amount of the assigning Xxxxxx Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment1 million, (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 AssumptionAcceptance, together with a processing and recordation fee of $3,500 (which shall be payable by one any Note or more of the parties to the Assignment and Assumption, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant Notes subject to such Assignment and Assumption, have the rights and obligations of a Lender hereunder andassignment.

Assignments and Participations. (a1) Each Lender mayAfter first obtaining the approval of Agent and Borrower (other than upon the occurrence and during the continuance of any Event of Default), with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents approval shall not be unreasonably withheld or delayed)withheld, and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, each Lender may assign to one or more banks or other entities financial institutions, all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, Pro Rata Share of the Commitment and the Advances owing to it it) and its participation in Facility LCs)the other Loan Documents; provided PROVIDED, HOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Xxxxxx’s Lender's rights and obligations under this AgreementAgreement and the other Loan Documents, and such percentage of the assigning Lender's rights and obligations shall be the same percentage with respect to both such Lender's Pro Rata Share of the Commitment and Advances, (ii) the aggregate amount of the Pro Rata Share of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than Ten Million Dollars ($10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent10,000,000) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of One Million Dollars ($1,000,000 or such Xxxxxx’s entire Commitment1,000,000), (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 Assumption, together with and (iv) Agent shall receive from the assignor a processing and recordation fee of Three Thousand Dollars ($3,500 3,000). Without restricting the right of Borrower or Agent to reasonably object to any bank or financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank or financial institution which (which shall be payable by one or more of the parties to the Assignment and AssumptionA) has (or, 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 bank which is a Federal Reserve Banksubsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Xxxxx'x Investors Service, Inc. or a comparable rating by a rating agency acceptable to Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000), . Unless Agent or Borrower gives written notice to the assigning Lender that it objects to the proposed assignment (v) the consent together with a written explanation of the Borrower shall not be required after reasons behind such objection) within ten (10) Business Days following receipt of the occurrence and during assigning Lender's written request for approval of the continuance of any Event of Default under Section 6.01(a)proposed assignment, Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) Agent or Section 6.01(e) and (vi) Borrower, as the Borrower case may be, shall be deemed to have consented to any approved such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereofassignment. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and Assumption, (xX) 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 Assumption, have the rights and obligations of a Lender hereunder, and (Y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder andhave been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement.

Assignments and Participations. (a) Each Lender maymay (and, with the prior written consent of the Borrowerso long as no Default shall have occurred and be continuing, 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 Crompton Corp. (following a demand by such Lender pursuant to Section 8.07(g2.10 or 2.13 or if such Lender shall be a Defaulting Lender) or (h) shall to the extent required by such Section, assign to one or more banks or other entities Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and its participation in Facility LCsthe Note or Notes held by it); provided 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 all of the assigning Xxxxxx’s Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment Amount of the assigning Xxxxxx Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) 20,000,000 or, if lessthe aggregate amount of the Commitment of such assigning Lender is less than 20,000,000, the entire amount all of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire 's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) shall be arranged by Crompton Corp. after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents, (v) no Lender shall be obligated to make any such assignment as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the applicable Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Agent until the Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (vii) 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 AssumptionAcceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (which shall be payable by one or more 3,500; provided, further, that for the purposes of the parties to the Assignment and Assumptionmaking Working Capital B-2 Advances, 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), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) 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 five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that Working Capital B-2 Lender may assign its rights and obligations hereunder have been assigned under the Working Capital B-2 Facility to it pursuant to any Affiliate of such Assignment and Assumption, have the rights and obligations of a Lender hereunder andWorking Capital B-2 Lender.