Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld (except Borrower's consent shall not be required if (i) a Default or an Event of Default exists and is continuing, any other Bankand (ii) the Eligible Assignee is not engaged in the securities brokerage business or the investment advisory business), may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld (except Borrower’s consent shall not be required if (i) a Default or an Event of Default exists and is continuing, any other Bankand (ii) the Eligible Assignee is not engaged in the securities brokerage business or the investment advisory business), may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent The Bank may, and with the written consent of the Agents, Borrowers (which consents consent shall not be unreasonably withheld, any other Bankwhich consent shall be evidenced by certified copies of resolutions of the Boards of Directors/Trustees of such Borrowers approving such consent, may and which consent shall not be required from a Borrower with respect to which an Event of Default has occurred and is continuing) at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bankdefined below) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such the Bank hereunder, in a minimum amount of $5,000,000U.S.$10,000,000; providedPROVIDED that if any assignment and delegation by the Bank is to an Eligible Assignee that is an affiliate of the Bank, howeverno written consent of the Borrowers shall be required; and PROVIDED, FURTHER, that (i) the Company and the Agents Borrowers may continue to deal solely and directly with such the Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with TOGETHER WITH payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent Borrowers by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.the

Assignments, Participations, etc. (a) Any Upon notice to the Administrative Agent and the Borrower, any Bank may, and with the written consent as long as no Event of the AgentsDefault has occurred or is occurring, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate sell to one or more Eligible Assignees commercial banks or other Persons not Affiliates of the Borrower (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeParticipant") all, or participating interests in any ratable part of all, of the LoansAdvances, the Commitments Revolving Commitment of that Bank and the other rights interests of that Bank (the "originating Bank") hereunder and obligations under the other Loan Documents, PROVIDED, HOWEVER, that the Borrower shall have no additional expense as a result of such Bank hereunderparticipation, in a minimum amount of $5,000,000; providedand PROVIDED, howeverFURTHER, that (i) the Company originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agents may Administrative Agent shall continue to deal solely and directly with such the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest so assigned under which the Participant shall have rights to an Assignee until (A) written notice of such assignmentapprove any amendment to, together with payment instructions, addresses and related information or any consent or waiver with respect to, this Agreement or any other Loan Document. In the case of any participation, the Participant shall be entitled to the Assigneebenefit of Sections 3.01, 3.03 and 10.05 as though it were also a Bank hereunder, and not have any other rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been given declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in same extent as if the amount of its $[______________]; and (ii) if the assignor participating interest were owing directly to it as a Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyunder this Agreement.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default) and the Administrative Agent, which consents shall not be unreasonably withheld, any other and the Fronting Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the LoansLC Obligations, the Commitments and the other rights and obligations of such Bank Lender hereunder, provided, however, that (w) the aggregate principal amount of the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5,000,000; provided5,000,000 (or if less, howeverthe entire Commitment then held by such Lender), that (ix) after giving effect to any such assignment by a Lender, the aggregate amount of the Commitments and/or LC Obligations held by such assigning Lender is at least $5,000,000 (unless such Lender has assigned the entire Commitment and LC Obligations then held by it), (y) after giving effect to any such assignment by a Lender, the Assignee Percentage under the Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitment and the Tranche B Commitment is the same, and (z) the Company Assignee provides the Administrative Agent and the Agents Borrower with the form specified in Section 9.10. The Borrower and the Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E C ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower and the Agent, which consents consent of the Borrower shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of either the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to (x) an Eligible Assignee that is an Affiliate of such BankBank or (y) another Bank (each an "“Assignee"”)) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("an “Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]4,000; and (ii) if provided, further, each Bank’s Pro Rata Share shall be the assignor Bank or any same in each type of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyCommitment.

Assignments, Participations, etc. (a) Any Agent may, and Subject to compliance with the written consent of the Agents, which consents shall not be unreasonably withheldfollowing sentence, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees that are not Affiliates of the Borrower (provided that no written consent of either Agent shall be required in connection with any assignment each, an “Assignee” and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank“Successor Lender”) (each an "Assignee") all, all or any ratable part of all, of the Loans, the Commitments any Term Loans and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender hereunder and under the other Loan Documents; provided, however, provided that (i) except with respect to an assignment by a Lender to an entity that is an Affiliate of such Lender, another Lender or a Related Fund, (x) the Company prior written consent of the Administrative Agent shall be required for such assignment and (y) so long as no Event of Default has occurred and is continuing, the prior written consent of the Borrower shall be required for such assignment (which consent shall not be unreasonably delayed, withheld or conditioned), (ii) the Initial Lenders’ obligation to fund the Subsequent Loan may not be assigned without the Borrower’s written consent to be granted in the Borrower’s sole discretion and (iii) after acceleration pursuant to Section 11.3, any Initial Lender, Assignee or Successor Lender may assign to any Person. Any assignment permitted by the previous sentence must comply with the following requirements: (A) each such assignment by a Lender of its Term Loans or its Term Notes shall be made in such a manner so that the same portion of its Term Loans or its Term Notes is assigned to the Assignee; (B) in the case of an assignment of any part of a Term 122 Loan to any Assignee, such assignment shall not be for an amount less than $10,000,000 or a higher integral multiple of $1,000,000 in excess thereof (or 100% of the assigning Lender’s remaining Term Loans) in each instance; and (C) the Borrower and the Agents may continue to deal solely and directly with such Bank the assigning Lender in connection with the interest so assigned to an Assignee until (A1) written notice of such assignment, together with payment instructions, addresses addresses, contact information and related information and any required tax forms with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank assigning Lender and the Assignee; , (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C2) the assignor Bank assigning Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 and (ii3) if the assignor Bank or any of its Affiliates is a Swap Provider with respect assigning Lender shall have delivered to any Specified Swap Contract, such Bank shall not assign all of its interest the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the 76 128 Loans form of Exhibit F hereto (an “Assignment and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate Acceptance”) with respect to such Specified Swap Contracts, with assignment from the consent of the Companyassigning Lender.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld (except Borrower’s consent shall not be required if a Default or an Event of Default exists and is continuing), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent consents of the AgentsBorrower and the Agent, which consents shall not be unreasonably withheldat the sole discretion of the Borrower and the Agent, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that (i) no written consent of either the Borrower shall be required during the existence of an Event of Default after the Agent has declared the Commitment of each Bank to make Loans to be terminated and (ii) no written consent of the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Combined Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E J ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunder, in a minimum amount of $5,000,000its Revolving Commitment and the Loans at the time owing to it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information obligations under this Agreement with respect to the Assignee, Loans and/or the Revolving Commitment assigned and (iii) the parties to each assignment shall have been given execute and deliver to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit E C hereto ("an “Assignment and Acceptance") Assumption Agreement”), together with any Note or Notes subject a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a), from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a processing fee party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank 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 amount case of its $[______________]; an Assignment and (ii) if Assumption Agreement covering all of the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractassigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 10.04, and 10.05). Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not assign all comply with this paragraph shall be treated for purposes of its interest this Agreement as a sale by such Bank of a participation in the 76 128 Loans such rights and the Commitments to an Assignee unless such Assignee, or an Affiliate obligations in accordance with paragraph (b) of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companythis Section.

Assignments, Participations, etc. (a) (i) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld or delayed (except Borrower’s consent shall not be required if a Default or an Event of Default exists and is continuing), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (ix) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 and (iiy) if the assignor Bank no such assignment shall be made to any Defaulting Lender or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such AssigneeSubsidiaries, or an Affiliate of such Assigneeany Person who, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contractsupon becoming a Lender hereunder, with the consent of the Companywould constitute a Defaulting Lender.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000 or, if less, the remaining Commitment of such Bank; provided, however, that (i) after giving effect to any such assignment, the Company Commitment of the assignor Bank shall be at least $10,000,000 unless such Bank's entire Commitment is assigned; and provided, further, that the Borrowers and the Agents Agent may continue to deal solely and directly with such assignor Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunder, in a minimum amount of $5,000,000its Revolving Commitment and the Loans at the time owing to it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank's Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information obligations under this Agreement with respect to the Assignee, Loan or the Revolving Commitment assigned and (iii) the parties to each assignment shall have been given execute and deliver to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit E C hereto (an "Assignment and AcceptanceASSIGNMENT AND ASSUMPTION AGREEMENT") ), together with any Note or Notes subject a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a), from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a processing fee in party hereto and, to the amount extent of its $[______________]; the interest assigned by such Assignment and (ii) if Assumption Agreement, have the assignor rights and obligations of a Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractunder this Agreement, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments assigning Bank thereunder shall, to an Assignee unless such Assignee, or an Affiliate the extent of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.the

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower, the Agent, the Swingline Lender and Bank of America as Issuing Lender, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent (x) the Borrower shall be required either in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an a Lender or a Lender Affiliate of such BankLender or at any time that an Event of Default shall exist and (y) the Swingline Lender in its capacity as such and Bank of America in its capacity as an Issuing Lender shall be required in connection with an assignment of outstanding Term Loans) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender hereunder (although such assignments do not have to be pro rata among the respective Tranches); provided, however, that (i) any such assignment to an Eligible Assignee which is not a Lender or a Lender Affiliate shall be in a minimum amount equal to the Company lesser of $5,000,000 or the full amount of the assignor Lender's outstanding Loans and Commitments; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E L ("Assignment and Acceptance"); (iii) together with any Note or Notes subject to such assignment and (C) is recorded by the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect Register pursuant to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.Section

Assignments, Participations, etc. (a) Any Agent Bank may, and with subject to the written consent of the AgentsBorrowers at all times other than during the existence of an Event of Default, and the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrowers or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such BankBank and the assignee need not be an Eligible Assignee if an Event of Default has occurred and is continuing) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount such that the Assignee after giving effect to such assignment shall hold at least $5,000,000 of $5,000,000the Commitments (or if less the aggregate amount of the Commitments of the Bank so assigning); provided, however, that (i) the Company Borrowers and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E or in such other form as shall be acceptable to them ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and 3,500 (ii) if the assignor such processing fee to be payable, without limitation, in connection with assignments from a Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyanother Bank).

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, the Swing Line Lender and the Issuer, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender’s outstanding Loans and/or Commitments (provided that no written consent of either Agent the Company, the Agent, the Swing Line Lender or the Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender); provided, however, that (i) the Company Company, the Agent and the Agents Co-Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Company, the Agent and the Co-Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Co-administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower, which consents consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required at any time that a Default or an Event of Default exists or in connection with any assignment by a Lender to another Lender or to an Eligible Assignee that is an Affiliate of a Lender or a Related Fund of a Lender), any other Bankand the Agent, may at any time assign and delegate to one or more Eligible Assignees (provided that no written such consent of either the Agent or the Borrower shall not be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0001,000,000 (or such lesser amount to which the Agent, in its sole discretion, may agree) or, if less, the entire Commitment or Loan(s) of such Lender; provided, however, that any assignment of the Swing Line Commitment and Swing Line Loans thereunder (ix) shall require the Company prior written consent of Agent which may be granted or withheld in its sole discretion and (y) shall be in the full amount of the Swing Line Commitment and outstanding Swing Line Loans at such time; provided, further, however, that in no event shall more than one Lender hold the Swing Line Commitment and Swing Line Loans at any time; and provided, further, however, in all instances, that the Borrower and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.until:

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part -------- of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely -------- ------- and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment --------- ---------- and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a -------------- processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Syndication Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Syndication Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; providedPROVIDED, howeverHOWEVER, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent Agents by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Syndication Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Syndication Agent and the Administrative Agent a processing fee in of $1,500 each except where the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates Assignee is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent affiliate of the Companyassigning Bank.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) Lender (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Notes and the other interests, rights and obligations of such Bank Lender hereunder. In the event of a partial assignment (other than to another Lender or an Affiliate of a Lender), such assignment shall be in a minimum amount of not less than $5,000,0001,000,000 or such Lender's entire Proportionate Share, in each case, unless otherwise agreed in writing by the Borrowers and the Agent; provided, however, that (i) the Company Borrowers and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) five (5) Business Days' prior written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E H ("Assignment and Acceptance") ), for acceptance and for recording by the Agent in the Register, together with any Note or Notes subject to such assignment and assignment; (Ciii) the assignor Bank Lender or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 4,000, and (iiiv) if the assignor Bank or any parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of its Affiliates is a Swap Provider counsel for the Agent) incurred by the Agent in connection with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyassignment.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower, the Agent and the Issuing Bank, which consents consent of the Borrower shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of either the Borrower, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to (x) an Eligible Assignee that is an Affiliate of such BankBank or (y) another Bank (each an "“Assignee"”)) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrower, the Agent and the Agents Issuing Bank may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower, the Agent and the Administrative Agent Issuing Bank by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower, the Agent and the Administrative Agent Issuing Bank an Assignment and Acceptance in the form of Exhibit E ("an “Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]4,000; and (ii) if provided, further, each Bank’s Pro Rata Share shall be the assignor Bank or any same in each type of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyCommitment.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default) and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees Persons (provided that no written consent of either the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank or to another Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment --------- Obligations and the other rights and obligations of such Bank hereunderunder the Transaction Documents, in a minimum amount of $5,000,0003,000,000; provided, however, -------- ------- that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E I ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or ------------------------- Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank (x) may, and with the written consents of the Company and the Operating Agent, which consent of the Agents, which consents Operating Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one (1) or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank banks or other Banks or to an Eligible Assignee that is an Affiliate of such assigning Bank, which Affiliate shall not itself be a bank, provided that such Affiliate has a net worth of at least Seventy-Five Million Dollars ($75,000,000), and (y) may, with notice to the Operating Agent and the Company but without the consent of the Company or either of the Agents, assign and delegate to any Affiliate of such Bank which shall itself be a bank having a combined capital, surplus and undivided profits of at least Seventy-Five Million Dollars ($75,000,000) (each such bank, assignee Bank or Affiliate, as the case may be, being an "Assignee") all), all or any ratable part of all, of the Loans, Advances or the Commitments and the or any other rights and or obligations of such Bank hereunder, hereunder in a minimum amount of Twenty Million Dollars ($5,000,00020,000,000); provided, however, that (i) the Company and the Agents may shall be entitled to continue to deal solely and directly with such assigning Bank in connection with the interest interests so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Operating Agent shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent received an Assignment Notice and Acceptance in the form of Exhibit E G duly executed by the assigning Bank, its Assignee and the Company, ("Assignment ii) the processing fees described below shall have been paid and Acceptance"(iii) together with the assigning Bank shall have delivered to the Operating Agent any Note or Notes that shall be subject to such assignment assignment. From and after the date (an "Assignment Effective Date") on which the Operating Agent shall notify the Company and the assigning Bank that (i), (ii) and (Ciii) above shall have occurred and all consents (if any) required under the preceding sentence shall have been given: (x) the assignor Assignee thereunder shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder shall have been assigned to it pursuant to such Assignment Notice and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents (including the right to receive any facility fee payable pursuant to Section 2.10(a)); and (y) the assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Notice and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents (and, in the case of an Assignment Notice and Acceptance covering all or its remaining portion of an assigning Bank's rights and obligations under the Loan Documents, such Bank shall cease to be a party thereto, except as to Sections 2.15, 2.17 and 9.05). Within ten (10) Business Days after its receipt of notice by the Operating Agent that it has accepted an executed Assignment Notice and Acceptance, the Company shall execute and deliver to the Operating Agent in exchange for any surrendered Notes, a new Pro Rata Note to the order of the Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment Notice and Acceptance and a new Competitive Bid Note to the order of the Assignee and, if the assigning Bank shall have retained a portion of its Commitment hereunder, a new Pro Rata Note to the order of the assigning Bank in an amount equal to the amount of the Commitment retained by it hereunder. The assigning Bank or Assignee has paid to each the Administrative Agent shall pay a processing fee to the Operating Agent in the amount of its Two Thousand Dollars ($[______________]; and (ii2,000) if in respect of each assignment. The Company shall have no responsibility for the assignor Bank payment of any such fee. Notwithstanding the foregoing, any Bank, without notice to or consent of the Company or the Operating Agent, may assign, as collateral, any of its Affiliates is a Swap Provider with respect rights (including rights to payments of principal and/or interest on the Notes) under this Agreement to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyFederal Reserve Bank.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrowers at all times other than during the existence of an Event of Default and the Agent, which consents consent of the Borrowers shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrowers or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrowers and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of Company (at all times other than during the Agentsexistence of an Event of Default) and Administrative Agent (at all times), which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that but no written consent of either Company or Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or a lesser amount, if such lesser amount constitutes all of the remaining Loans and Commitment of the assigning Lender); provided, however, that (i) the but Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (B2) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment assignment, and (C3) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower (at all times other than during the existence of a Default or an Event of Default) and the Administrative Agent, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, provided, however, that the aggregate principal amount of the Commitments and Loans assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5,000,000; provided5,000,000 (or if less, howeverthe entire Commitments then held by such Lender) and integral multiplies of $1,000,000 thereafter and after giving effect to any such assignment by a Lender, that the aggregate amount of the Commitments and/or Loans held by such assigning Lender is at least $5,000,000 (i) unless such Lender has assigned the Company entire Commitment and Loans then held by it). The Borrower and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default), the Agent and the applicable Issuing Bank(s), which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower, the Agent or an Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Revolving Loan Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, hereunder in a an aggregate minimum amount of $5,000,00010,000,000, pro-rated in accordance with the respective amounts of the Facility A Commitment, the Facility B Term Loans outstanding and the Facility C Commitment of such Bank; provided that such Bank shall retain an aggregate amount of not less than $10,000,000 in respect thereof, unless such Bank assigns and delegates all of its rights and obligations hereunder to one or more Eligible Assignees on the time and subject to the conditions set forth herein; and provided, further, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") ), together with any Note or Notes subject to such assignment assignment; and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent maySubject to first obtaining any prior approvals set forth in Section 11.11(b) and otherwise complying with this Section 11.11, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, each Financing Party may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, all or any ratable part of allany Loan, Commitment, Specified Letter of the LoansCredit, the Commitments TALC Percentage or TALC Participating Amount and the other rights and obligations of such Lender or Issuing Bank hereunder, in a minimum amount of $5,000,000hereunder and under the other Financing Documents; provided, however, that (iA) each such assignment by a Lender of Construction Loans, Construction Notes, and Construction Loan Commitments shall only be assigned contemporaneously with a corresponding portion of Term Loan Commitments; (B) in the case of an assignment of any part of a Loan or Commitment to any Eligible Assignee, such assignment shall not be for an amount less than (x) $1,000,000 in respect of any Eligible Assignee that is a Financing Party prior to giving effect to such assignment or (y) $5,000,000 in respect of any Eligible Assignee that is not a Financing Party prior to giving effect to such assignment, (or a higher integral multiple of 1,000,000 in excess thereof) in each instance; and (C) the Company Borrower and the Agents Administrative Agent may continue to deal solely and directly with such the assigning Lender or Issuing Bank in connection with the interest so assigned to an Assignee until (A1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Eligible Assignee, shall have been given to the Company Borrower and the Administrative Agent by such assigning Lender or Issuing Bank and the Eligible Assignee; , (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C2) the assignor assigning Lender, Issuing Bank or Eligible Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 and (ii3) if the assignor Bank assigning Lender or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Issuing Bank shall not assign all of its interest have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the 76 128 Loans form of Exhibit 13 hereto (an “Assignment and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate Acceptance”) with respect to such Specified Swap Contractsassignment from the assigning Lender or Issuing Bank; provided, with further, that, if the consent Eligible Assignee is an Affiliated Lender, then (A) such Affiliated Lender (whether as a direct purchaser of the CompanyLoans or as the ultimate purchaser of the Loans through a broker or other intermediary) shall ensure that its identity as an Affiliate of the Borrower is known to the assigning Lender and the Administrative Agent and (B) at the time of such assignment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.

Assignments, Participations, etc. (a1) Any Agent may, and with With the prior written consent of the AgentsAdministrative Agent and, which but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents shall not to be unreasonably withheldwithheld or delayed, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender or to another Lender or its Affiliate) (each an "“Assignee"”) all, all or any ratable part of all, such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans, Loans at the Commitments time owing to it) and the other rights and obligations of Obligations held by such Bank Lender hereunder, in a minimum amount of $5,000,0005 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or such lesser amount as agreed by the Administrative Agent; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that (i) MAC, the Company Borrower, the Issuing Lender and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower, the Issuing Lender and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment Agreement and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany (at all times other than during the existence of an Event of Default), the Administrative Agent, the Swing Line Lender and the Issuers, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount (other than with respect to an assignment to an Eligible Assignee that is a Lender or an Affiliate or an Approved Fund of such assigning Lender) of $5,000,000 or, if less, the total amount of such Lender’s outstanding Loans and/or Commitments (provided that no written consent of the Company, the Administrative Agent, the Swing Line Lender or either Agent Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is a Lender or an Affiliate or Approved Fund of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000assigning Lender); provided, however, provided that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E C ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (ii) if the assignor Bank provided further that no such assignment shall be made to any Defaulting Lender or any of its Affiliates is Subsidiaries, or any Person that, upon becoming a Swap Provider with respect to any Specified Swap ContractLender hereunder, such Bank would be a Defaulting Lender. Each Assignee, if it shall not assign be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all of its interest syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in the 76 128 Loans and the Commitments to an Assignee unless accordance with such Assignee’s compliance procedures and applicable laws, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyincluding federal and state securities laws.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, or the Administrative Agent shall be required in connection with an assignment and delegation by B of A or DLJ or in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Revolving Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000; 5,000,000 (provided that no minimum amount shall be applicable to any assignment and delegation to an existing Lender or an Affiliate of a Lender or to an assignment of the entire remaining amount of the Loans and Commitment of a Lender) provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E G ("Assignment and Acceptance") ), together with any Note or Notes subject to such assignment and assignment, (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,000 and (iiiv) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest information in the 76 128 Loans Assignment and Acceptance is recorded in the Commitments Register pursuant to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companysubsection (d) hereof.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the prior written consent of the AgentsCompany at all times other than during the existence of an Event of Default, and the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an a Bank Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000 and multiples of $1,000,000 in excess thereof; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an a Notice of Assignment and Acceptance in the form of Exhibit E D ("Notice of Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the Agents, Company (which consents consent shall not be unreasonably withheld, any withheld or delayed) at all times other than during the existence of an Event of Default and of the Agent and the Issuing Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an a Bank Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, and if in part, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment assignment and Acceptance acceptance agreement in substantially the form of Exhibit E ("Assignment and Acceptance") B attached hereto, together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the 3,500. The consent of the CompanyCompany to any such assignment shall not be unreasonably withheld.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and with the written consents of the Administrative Agent and, in case of an assignment of a Revolving Commitment or L/C Obligations, the Issuing Lender and the Swingline Lender, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent the Company, the Administrative Agent, the Issuing Lender or the Swingline Lender shall be required in connection with any assignment and delegation by a Bank Lender to an a Person described in clause (ii), (iii), (iv) or (v) of the definition of Eligible Assignee that is an Affiliate of such BankAssignee) (each each, an "Assignee") all, or any ratable part of allpart, of the Loans, the Commitments Revolving Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder or all of such Lender's rights and obligations with respect to Revolving Commitment and Revolving Loans or Term Loans) or such lesser amount as may be approved by the Company and the Administrative Agent (provided that such minimum amount shall not apply to assignments by a Lender to Persons described in clause (ii), (iii), (iv) or (v) of the definition of Eligible Assignee and provided further that any assignment consisting solely of Term Loans may be in a minimum amount of $1,000,000); provided, however, that (iA) the Company Company, the Administrative Agent, the Issuing Lender and the Agents Swingline Lender may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; , (Bii) such Bank Lender and its the Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E K (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or the Assignee has shall have paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and 3,500 (ii) if provided that such fee shall not apply to any assignment by any Lender to any Affiliate of such Lender or, in the assignor Bank or case of any of its Affiliates assignee Lender that is a Swap Provider with respect fund, to any Specified Swap Contract, Person in clause (iv) of the definition of Eligible Assignee that has the same investment adviser as such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, assignee or that is managed by an Affiliate of such Assigneeinvestment adviser) and (B) the Company shall not, shall also assume all obligations as a result of such assignor Bank any -115- 126 assignment, delegation or Affiliate participation by any Lender, incur any increased liability for Taxes, Other Taxes or Further Taxes pursuant to Section 4.1. The Company designates the Administrative Agent as its agent for maintaining a book entry record of ownership identifying the Lenders, their respective addresses and the amount of the respective Loans and Notes which they own. The foregoing provisions are intended to comply with respect the registration requirements in Treasury Regulation Section 5f.103-1 so that the Loans and Notes are considered to be in "registered form" pursuant to such Specified Swap Contractsregulation. The Administrative Agent, with acting for this purpose as the consent agent of the Company, shall maintain at its address a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments and Loans of each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, absent manifest error, and the Company, the Agents, the Issuing Lender, the Swingline Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company, the Agents and the Lenders at any reasonable time and from time to time upon reasonable prior notice.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrowers at all times other than during the existence of an Event of Default, the Agent, and the L/C Issuer with an outstanding Letter of Credit, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender’s outstanding Loans and/or Commitments (provided that no written consent of either Agent the Borrower, the Agent, or the L/C Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender); provided, however, that (i) the Company Borrowers and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E “D” ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract3,000 provided, such Bank shall not assign all of its interest that in the 76 128 Loans and case of contemporaneous assignments by a Lender to more than one fund managed by the Commitments to an Assignee unless same investment advisor, only a single fee of $3,000 shall be payable for all such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companycontemporaneous assignments.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consents consent of the Company shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and assignment; (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 4,000 and (iiiv) the Agent and, if applicable, the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank Company shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyhave consented thereto.

Assignments, Participations, etc. (a) Any Agent mayThis Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, and with PROVIDED that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Banks. Each Bank may at any time assign grant participations in any of its rights hereunder or under any of the Notes to another financial institution, PROVIDED that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and delegate all amounts payable by the Borrower hereunder shall be determined as if such Bank had not sold such participation, except that the participant shall be entitled to one the benefits of Sections 1.10, 2.06 and 4.04 to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or more Eligible Assignees (provided sold, and, PROVIDED FURTHER, that no written consent Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of either Agent shall be required this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Maturity Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") allpost-default increase in interest rates), or reduce the principal amount thereof (it being understood that any ratable part amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of allinterest for purposes of this clause (i)), or increase such participant's participating interest in any Revolving Loan Commitment over the amount thereof then in effect (it being understood that (x) a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Loan Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Revolving Loan Commitment and (y) an increase in any Revolving Loan Commitment or Loan shall be permitted without the consent of any participant so long as such participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Loans, Collateral which support the Commitments and Loans in which such participant is participating (except as expressly permitted in any Credit Document) or (iii) consent to the other assignment or transfer by the Borrower of any of its rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyunder this Agreement.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunder, in a minimum amount of $5,000,000its Revolving Commitment and the Loans at the time owing to it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed, and in any event, the Agents may continue Company shall be deemed to deal solely and directly with have consented to any such Bank in connection with the interest so assigned to an Assignee until (A) assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after it receives a written request for consent thereto), (ii) each partial assignment shall be made as an assignment of such assignment, together with payment instructions, addresses a proportionate part of all the assigning Bank’s rights and related information obligations under this Agreement with respect to the Assignee, Loans and/or the Revolving Commitment assigned and (iii) the parties to each assignment shall have been given execute and deliver to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit E C hereto ("an “Assignment and Acceptance") Assumption Agreement”), together with any Note or Notes subject a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection 2.02(a), from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a processing fee party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank 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 amount case of its $[______________]; an Assignment and (ii) if Assumption Agreement covering all of the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractassigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 10.04, and 10.05). Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not assign all comply with this paragraph shall be treated for purposes of its interest this Agreement as a sale by such Bank of a participation in the 76 128 Loans such rights and the Commitments to an Assignee unless such Assignee, or an Affiliate obligations in accordance with paragraph (b) of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companythis Section.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 132 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.

Assignments, Participations, etc. (a) Any Agent Bank (including any Issuing Bank) may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent and the Issuing Banks, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Administrative Agent or any Issuing Bank shall be required in connection with any assignment and delegation by a Bank to another Bank or to an Eligible Assignee that is an Affiliate of such assigning Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, the Letter of Credit Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (ii) if provided, further, the assignor assignment may, at the option of the assigning Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractand the Assignor, such Bank shall not assign all any portion of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyany outstanding Bid Loans.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, Letter of Credit Liabilities, and the Loans at the time owing to it); provided that no written consent (i) except in the case of either Agent shall be required an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment, Letter of Credit Liabilities, and the Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Bank to an Eligible Assignee that is or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the amount of the Revolving Commitment (which for this purpose includes Loans and Letter of Credit Liabilities outstanding thereunder) subject to each such Bankassignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an "Assignee") all, or any ratable assignment of a proportionate part of all, of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loans, the Commitments Letter of Credit Liabilities, and/or the Revolving Commitment assigned and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (iiii) the Company parties to each assignment shall execute and the Agents may continue deliver to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit E C hereto ("an “Assignment and Acceptance") Assumption Agreement”), together with any Note or Notes subject a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a), from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a processing fee in party hereto and, to the amount extent of its $[______________]; the interest assigned by such Assignment and (ii) if Assumption Agreement, have the assignor rights and obligations of a Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractunder this Agreement, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments assigning Bank thereunder shall, to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent extent of the Company.interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Committed Line Portion, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount subject to the consent of $5,000,000the Administrative Agent and each Issuing Bank; provided, however, that (i) any such disposition shall not, without the Company prior consent of the Borrower, require the Borrower to apply to register or qualify the Loan or any Note under the securities laws of any state, (ii) the Borrower and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ax) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (By) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("“Assignment and Acceptance"”) in form attached hereto as Exhibit D, together with any Note or Notes subject to such assignment assignment; and (Cz) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 2,500, and (iiiii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, each such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments assignment to an Assignee unless such Assignee, (other than any Lender) shall be in an aggregate principal amount of $1,000,000 or a whole multiple in excess thereof (other than in the case of (A) an assignment of all of a Bank’s interests under this Agreement or (B) an assignment to an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyassigning Bank).

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of Parent (at all times other than during the Agentsexistence of an Event of Default), the Agents and the Issuing Lenders, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions (provided that no written consent of Parent, either Agent or either Issuing Lender shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee a commercial bank or financial institution that is an Affiliate of such BankLender (so long as such assignment will not result in any increased costs to either Borrower) or to another Lender) (each an "AssigneeASSIGNEE") all, all or any ratable part of all, of the Loans, the Commitments Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum Dollar Equivalent amount of $5,000,000U.S.$5,000,000 or, if less, the entire amount of all Loans, the Commitment, L/C Obligations and other rights and obligations of such Lender hereunder; providedPROVIDED, howeverHOWEVER, that (i) the Company Borrowers and the Agents may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ax) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent Agents by such Bank Lender and the Assignee; (By) such Bank Lender and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent Agents an Assignment and Acceptance ("ASSIGNMENT AND ACCEPTANCE") in the form of Exhibit E ("Assignment and Acceptance") EXHIBIT E-1 or EXHIBIT E-2, as applicable, together with any Note or Notes subject to such assignment and (Cz) the assignor Bank Lender or Assignee has shall have paid to each the Administrative Applicable Agent a processing fee in the a Dollar Equivalent amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyU.S.$3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, which consents of the Company and the Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of -------- the Loans, the Bankers' Acceptance Facility, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000 or any multiple of $5,000,000 in excess thereof, or, if less, the amount of the Commitment of such Bank; provided, however, that (i) the Company Borrowers and -------- ------- the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E ("Assignment and Acceptance") with such ------------------------- changes thereto as the Agent and the Company may approve together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if 3,500. Notwithstanding anything to the assignor contrary in this subsection 11.8(a), no Facility A Bank that has an Affiliate Bank shall make or grant any of its Affiliates is a Swap Provider sale, assignment, transfer or negotiation with respect to any Specified Swap Contract, such Bank shall not assign all percentage of its interest in Loans, the 76 128 Loans and the Bankers' Acceptance Facility, Bankers' Acceptances, Commitments or any other Obligation to an Assignee unless such Assignee, or any other Person (other than to an Affiliate of such Assignee, Bank) unless its Bank Affiliate shall also assume all obligations of such assignor Bank simultaneously make or Affiliate grant an assignment with respect to the same percentage of its Loans, the Bankers' Acceptance Facility, Bankers' Acceptances, Commitments or other Obligations to such Specified Swap Contracts, with the consent of the Company.Person

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent and the Issuer, which consents consent of the Company shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Administrative Agent or the Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 or, if less, 100% of such Lender's outstanding Loans and/or Commitment; providedPROVIDED, howeverHOWEVER, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; , (B) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E EXHIBIT D ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; PROVIDED, FURTHER, that upon receipt of notice from any Lender that such Lender intends, pursuant to this SECTION 11.08, to make any such assignment and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments delegation to an Assignee unless such Assignee, or other than an Affiliate of such AssigneeLender or another Lender, then, so long as no Event of Default has occurred and is continuing, the Company shall also assume all obligations have 10 days from the date of receipt of such notice to obtain an Assignee (which Assignee shall be reasonably satisfactory to the Administrative Agent and the assignor Bank or Affiliate with respect Lender) to accept such Specified Swap Contractsassignment and delegation from such Lender, in lieu of the Assignee specified by such assignor Lender, with such assignment to be made otherwise in compliance with this SECTION 11.08, except that the consent of $3,500 processing fee shall be paid by the Company or the Assignee chosen by the Company; PROVIDED, FURTHER, that if any Assignee chosen by the Company pursuant to preceding proviso is found to be unsatisfactory to the assignor Lender, then the Company shall have an additional 10-day period to obtain another Assignee.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany (which consent shall not be required during the existence of a Noncompliance Event) and the Agent, which consents consent of the Company shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of -------- the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the -------- ------- Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E J ("Assignment and Acceptance") together with any Note or --------- ------------------------- Notes (if any) subject to such assignment assignment, and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent, the Issuing Bank, Swing Line Lender and, so long as no Default or Event of Default has occurred and is continuing, the Company, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent the Agent, the Issuing Bank, the Swing Line Lender or the Company shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") allall of, or any ratable part of allof, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum aggregate Dollar Equivalent of $5,000,000 (or, if less, the entire amount of $5,000,000such Lender's Loans and Commitments, and such Loans and Commitments may consist of the Revolving Loan Commitments, the Term Loan A Commitments and the Term Loan B Commitments as determined by the assigning Lender) calculated by aggregating the Commitments, Loans and L/C Obligations held by an Eligible Assignee which are Affiliates; provided, however, that (i) the Company each Credit Party and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company each Credit Party and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank ii)such Lender and its Assignee shall have delivered to the Company each Credit Party and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAdministrative Agent (with respect to all Loans, which consents consent of the Administrative Agent shall not be unreasonably withheldwithheld or delayed) and the Issuing Lender (with respect to Expansion Loans, any other Bankwhich consent of the Issuing Lender shall not be unreasonably withheld or delayed), may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) Persons (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder); provided, however, that (i) the Company Company, the Administrative Agent and the Agents Issuing Lender may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its the Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E H ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany and the Administrative Agent, which consents shall not be unreasonably withheldwithheld and which consent of the Company shall not be required if a Default or Event of Default shall have occurred and be continuing (it being understood (x) that any resulting obligation to pay increased costs or reserves pursuant to Section 3.01, 3.04 or 3.06 as of the date of any other Bankassignment would justify the Company’s refusal to consent thereto and (y) that the consent of the Company will be deemed given unless the Company replies in writing to any request for consent within five Business Days after actual receipt of such request), may and, if demanded by the Company pursuant to Section 3.09 shall, at any time assign and delegate to one or more Eligible Assignees banks or other financial institutions (provided i) registered with the Ministry of Finance for purposes of Articles 179, 195, and 197 of the Mexican Income Tax Law or any successor or replacement provisions thereto or thereof and (ii) resident (or having its principal office as a resident, if lending through a branch or agency) for tax purposes in a jurisdiction (or a branch or agency of a financial institution that is a resident of a jurisdiction) that is party to an income tax treaty to avoid double taxation with Mexico on the date of such assignment (provided, however, that no written consent of either the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of the assigning Bank so long as the Company shall not be required to pay any further amounts pursuant to Section 3.01, 3.04 or 3.06 than would have been required to be paid but for such Bankassignment) (each an "“Assignee"”) all, all or any ratable part of all, of the Loans, the Commitments its Term Loan and its Revolving Commitment and Revolving Loan and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000US$1,000,000 (it being understood that no Bank may assign all or any part of its Term Loan without concurrently therewith assigning all or a proportionate part of its Revolving Commitment and Revolving Loan and vice versa); provided, however, that (iA) if a Default or Event of Default shall have occurred and be continuing, any Bank may assign each of its Loans to any third party, and (B) a Bank may assign a Loan to any third party provided that, if the assignee shall not satisfy the characteristics set forth above in this Section 10.08(a), the Company shall only be obligated to pay additional amounts to the assignee under Section 3.04 hereof, to the extent it would have paid such additional amounts to the assignor, the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee and the Assignment will not be effective until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such the assigning Bank and the Assignee; (Bii) such the assigning Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("“Assignment and Acceptance") ”), together with any Note or Notes subject to such assignment and assignment; (Ciii) the assignor assigning Bank or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; US$3,500 and (iiiv) except if an Event of Default has occurred and is continuing, the assignor Bank or any of its Affiliates is Assignee has delivered to the Company a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent copy of the Companytax residence certificate evidencing residency as set forth above.

Assignments, Participations, etc. (a) (i) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld or delayed (except Borrower’s consent shall not be required if a Default or an Event of Default exists and is continuing), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either NYDOCS02/1119845 the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (ix) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 and (iiy) if the assignor Bank no such assignment shall be made to any Defaulting Lender or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such AssigneeSubsidiaries, or an Affiliate of such Assigneeany Person who, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contractsupon becoming a Lender hereunder, with the consent of the Companywould constitute a Defaulting Lender.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower Representatives at all times other than during the existence of an Event of Default, and the Administrative Agent and the Issuers and the Swing Line Lender, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign assign, pro rata, and delegate to one or more Eligible Assignees (each an "Assignee") all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount, 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, of $1,000,000 or, if less, the total amount of 124 such Lender's and its Affiliates outstanding Loans and/or Commitments; provided that no written consent of either Agent the Borrower Representatives, the Administrative Agent, the Swing Line Lender or an Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, Lender or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of Approved Fund with respect to such Bank hereunder, in a minimum amount of $5,000,000Lender; provided, howeverfurther that no written consent of the Borrower Representatives, the Administrative Agent, the Swing Line Lender or an Issuer shall be required in connection with any assignment and delegation by a Lender to another Lender and any such assignment may be in an amount less than the minimum amount specified above; provided, still further, that (i) the Company Borrower Representatives, the Administrative Agent and the Agents Collateral Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower Representatives and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (ii) if the assignor Bank or provided, still further, that any of its Affiliates is such assignment by a Swap Provider with respect to any Specified Swap Contract, such Bank Lender hereunder shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate be of such AssigneeLender's Pro Rata share of outstanding Loans, shall also assume all obligations of such assignor Bank or Affiliate with respect Commitments, and L/C Obligations to such Specified Swap Contracts, with the consent of the CompanyBorrowers.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower (other than during the existence of a Default or Event of Default in which event the Borrower's consent shall not be required) and the Agent, which consents consent, in each case, shall not be unreasonably withheldwithheld (which consent of the Borrower and the Agent shall not be required if the Eligible Assignee is an Affiliate of such Lender or is another Lender), any other Bankprovided that such assignment shall not result in increased costs to the Borrower pursuant to Section 2.11, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) Lender (each an "Assignee") all, or any ratable part of all, of the LoansNotes, the Commitments L/C Obligations and the other rights and obligations of such Bank Lender hereunder. In the event of a partial assignment (other than to another Lender or an Affiliate of a Lender), such assignment shall be in a minimum amount of not less than $5,000,0005,000,000 and, after giving effect to such assignment, the assigning Lender's or selling Lender's Proportionate Share of the Notes and L/C Obligations shall equal an amount that it not less than $10,000,000, in each case, unless otherwise agreed in writing by the Borrower and the Agent; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E H ("Assignment and Acceptance") together with any Note or Notes subject to such assignment assignment; and (Ciii) the assignor Bank Lender or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company4,000.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower at all times other than during the existence of a Default or an Event of Default, and the written consent of the Agent, which consents of the Borrower and the Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E K ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and 3,500, (ii) if the assignor Bank Lender or any of its Affiliates is a Specified Swap Provider with respect to any Specified Swap Contract, such Bank Lender shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank Lender or Affiliate with respect to all such Specified Swap Contracts, and (iii) for purposes of clarification, if the Borrower is entitled to consent to any assignment, it shall be deemed to be reasonable for the Borrower to withhold such consent if the proposed assignee is a Person primarily engaged in, a parent corporation or Subsidiary of, or under common control with a Person primarily engaged in the consent manufacture of the Companyrailroad locomotives.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of each Company (at all times other than during the Agentsexistence of an Event of Default) and the Agent and the Issuing Bank, which consents shall not be unreasonably withheldwithheld (provided that the withholding of consent by reason of any proposed assignment resulting in the incurrence by the Companies of increased costs under Article IV shall not be deemed to be unreasonable), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Companies, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any constant ratable part of all, of the Loans, the Commitments Commitment, the L/C Commitment, the L/C Obligations, Swing Line Participations, International Swing Line Participations and the other rights and obligations of such Bank hereunder, in a minimum aggregate amount of $5,000,000; provided, however, that (i) the each Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the each Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the each Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E K ("Assignment and Acceptance") together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank or Assignee has paid to each the Administrative Agent 119 a processing fee in the amount of its $[______________]3,500; and (iiprovided, further, the assignment may at the option of the assigning Bank and the Assignee not assign any portion of any outstanding Bid Loans. Notwithstanding the foregoing, no Bank may effect an assignment under this Section 11.8(a) if the assignor Bank or any after giving effect thereto its remaining aggregate Commitment and International Swing Line Commitment shall be less than $5,000,000, unless such assignment shall be part of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, series of transactions disclosed by such Bank shall not assign to the Agent to effect the disposition of all of its interest such Bank's interests in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyLoan Documents.

Assignments, Participations, etc. (a1) Any Agent mayLender may at any time, and with the written consent of the AgentsAgent and, but only so long as there does not exist an Event of Default, the Company (which consents consent shall not be unreasonably withheldwithheld by the Company), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) financial institutions (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Revolving Loans and the other rights and obligations of such Bank hereunder, Lender hereunder in a minimum amount of $5,000,0005,000.000.00; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; and (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in Agreement. From and after the form of Exhibit E ("date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance"Acceptance Agreement, (i) together with any Note or Notes subject the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such assignment Assignment and (C) Acceptance Agreement, shall have the assignor Bank or Assignee has paid to each rights and obligations of a Lender under the Administrative Agent a processing fee in the amount of its $[______________]; Loan Documents, and (ii) if the assignor Bank or any Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents. Upon the effective date of its Affiliates is a Swap Provider with respect to any Specified Swap Contractsuch assignment, such Bank shall not assign all of its interest in the 76 128 Loans this Agreement and the Commitments other Loan Documents shall be deemed to an Assignee unless such Assigneebe amended to the extent, or an Affiliate of such Assigneebut only to the extent, shall also assume all obligations of such assignor Bank or Affiliate with respect necessary to such Specified Swap Contracts, with reflect the consent addition of the CompanyAssignee and the resulting adjustment of the Percentage Share arising therefrom.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (provided including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); PROVIDED that no written consent (i) except in the case of either Agent shall be required an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Bank to an Eligible Assignee that is Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such Bank) assignment, determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Agent or, if the "Trade Date" is specified in the Assignment and Acceptance, as of the Trade Date, shall not be less than $5,000,000 unless the Agent, and so long as no Default or Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an "Assignee") all, or any ratable assignment of a proportionate part of allall the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by the Agent, the Issuing Bank and the Swing Line Bank unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Agent pursuant to SECTION 11.08, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Loansinterest assigned by such Assignment and Acceptance, have the Commitments and the other rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Bank hereunderAssignment and Acceptance, be released from its obligations under this Agreement (and, in a minimum amount the case of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in covering all of the form 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 Exhibit E ("Assignment SECTIONS 4.01, 4.03, 4.04, 11.04 and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider 11.05 with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in facts and circumstances occurring prior to the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate effective date of such Assigneeassignment). Upon request, the Company (at its expense) shall also assume all execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such assignor Bank or Affiliate Lender of a participation in such rights and obligations in accordance with respect to such Specified Swap Contracts, with the consent of the CompanySECTION 11.08(d).

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default) and the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, hereunder in a an aggregate minimum amount of $5,000,0003,000,000 or a lesser amount to be agreed upon by the Administrative Agent and the Borrower (unless to an existing Bank, in which case no minimum assignment shall apply); provided that such Bank shall retain an aggregate amount of not less than $3,000,000 in respect thereof, unless such Bank assigns and delegates all of its rights and obligations hereunder to one or more Eligible Assignees at the time and subject to the conditions set forth herein; and provided, further, however, that (i) the Company Borrower and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") ), together with any Note or Notes subject to such assignment assignment; and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of $3,500. From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its $[______________]; consent with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee (and provided that it consents to such assignment in accordance with subsection 10.08(a)), if the Assignee so requests, the Borrower shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitments and, if the assignor Bank or any has retained a portion of its Affiliates is a Swap Provider with respect to any Specified Swap ContractLoans and its Commitments and so requests, such Bank shall not assign all of its interest replacement Notes in the 76 128 principal amount or amounts of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent resulting adjustment of the CompanyCommitments arising therefrom. The Commitments allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto and the Administrative Agent shall promptly prepare and distribute a new Schedule 2.01 reflecting the new commitments.

Assignments, Participations, etc. (a1) Any Agent may, and with With the prior written consent of the AgentsAdministrative Agent and, which but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents shall not to be unreasonably withheldwithheld or delayed, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender or to another Lender or its Affiliate) (each an "“Assignee"”) all, all or any ratable part of all, such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans, Loans at the Commitments time owing to it) and the other rights and obligations of Obligations held by such Bank Lender hereunder, in a minimum amount of $5,000,0005 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that (i) MAC, the Company Borrower, the Issuing Lender and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower, the Issuing Lender and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment Agreement and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower (other than during the existence of a Default or Event of Default in which event the Borrower’s consent shall not be required) and the Agent, which consents consent, in each case, shall not be unreasonably withheldwithheld (which consent of the Borrower and the Agent shall not be required if the Eligible Assignee is an Affiliate of such Lender or is another Lender), any other Bankprovided that such assignment shall not result in increased costs to the Borrower pursuant to Section 2.09, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Term Loan Notes and the other rights and obligations of such Bank Lender hereunder. In the event of a partial assignment (other than to another Lender or an Affiliate of a Lender), such assignment shall be in a minimum amount of not less than $5,000,0001,000,000 and, after giving effect to such assignment, the assigning Lender’s or selling Lender’s Proportionate Share of the Term Loan Notes shall equal an amount that it not less than $2,000,000, in each case, unless otherwise agreed in writing by the Borrower and the Agent; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Term Loan Note or Notes subject to such assignment assignment; and (Ciii) the assignor Bank Lender or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company4,000.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower at all times other than during the existence of an Event of Default and in all cases, with the written consent of the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company Borrower and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment assignment and Acceptance acceptance in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany (which shall be required only when both (i) no Event of Default has occurred and been continuing for thirty (30) or more days and (ii) the Commitments have not been terminated in accordance with Section 6 hereof) and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank or to a Federal Reserve Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0005,000,000 and incremental amounts of $1,000,000 in excess thereof; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until until: (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E G ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of $2,500. (b) From and after the date that the Agent notifies the assignor Bank that it has received (and provided its $[______________]; consent and, to the extent necessary, received the Company's consent, with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank hereunder and under the other Loan Documents, and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect shall, to any Specified Swap Contract, such Bank shall not assign the extent that all of its interest in rights and obligations hereunder and under the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect other Loan Documents have been assigned by it pursuant to such Specified Swap ContractsAssignment and Acceptance, with relinquish its rights and be released from its obligations under the consent of the CompanyLoan Documents.

Assignments, Participations, etc. (a) Any Agent mayThis Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, and with provided that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Banks. Each Bank may at any time assign and delegate grant participations in any of its rights hereunder or under any of the Notes to one or more Eligible Assignees (another financial institution, provided that no written consent in the case of either Agent any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be required determined as if such Bank had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 2.06 and 4.04 to the extent that such Bank would be entitled to such benefits if the participation had not been entered into or sold, and, provided further that no Bank shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Loan Maturity Date) in which such participant is participating (it being understood that any waiver of the application of any prepayment or the method of any application of any prepayment to, the amortization of the Term Loans shall not constitute an extension of the final maturity date), or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") allpost-default increase in interest rates), or reduce the principal amount thereof (it being understood that any ratable part amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of allinterest for purposes of this clause (i)), or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that (x) a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment and (y) an increase in any Commitment or Loan shall be permitted without the consent of any participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Loans, Collateral which support the Commitments and Loans in which such participant is participating (except as expressly permitted in any Credit Document) or (iii) consent to the other assignment or transfer by the Borrower of any of its rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyunder this Agreement.

Assignments, Participations, etc. (a) Any Agent may, and with the Lender may upon written consent of the AgentsAdministrative Agent and the Company, which consents shall not to be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Administrative Agent shall be required in connection with any assignment and delegation by a Bank any Lender to an Eligible Assignee that is an Affiliate of such BankLender and provided further that no written consent of the Company shall be required in connection with any assignment and delegation by any Lender to an Eligible Assignee in the event a Default has occurred and is continuing) (each an "Assignee") all, or any ratable part of allall in a minimum commitment amount of at least $1,000,000 or in $1,000,000 increments in excess thereof, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E "E" ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing and recordation fee in the amount of its $[______________]; and 3,500.00 (ii) if the assignor Bank which fee may be waived or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest reduced in the 76 128 Loans and sole discretion of the Commitments Administrative Agent), provided, however, that only one such fee shall be payable in the case of concurrent assignments to an Assignee unless such AssigneePersons that, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect after giving effect to such Specified Swap Contractsassignments, with the consent of the Companywill be Related Funds.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent or the Borrower shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0002,500,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") acceptable to Agent together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany (at all times other than during the existence of an Event of Default), the Agent and the Swing Line Bank, which consents shall not be unreasonably withheldwithheld (it being understood that it is not unreasonable for the Company to withhold consent with respect to an assignment to a Direct Competitor), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Swing Line Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount which, when added to the amount of any concurrent assignment being made by such Bank to the same assignee pursuant to Section 10.08 of the Company's September 25, 1998 $5,000,0001,000,000,000 364-Day Credit Agreement, as from time to time amended (the "364-Day Credit Agreement"), is at least equal to $10,000,000 (or, if less, the entire amount of its Commitments and Loans); provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee (in respect of any assignment under this Section 10.08 and any concurrent assignment by such assignor Bank to such Assignee under Section 10.08 of the 364-Day Credit Agreement) in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, the Swing Line Lender and the Issuer, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an "ASSIGNEE") all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender's outstanding Loans and/or Commitments (provided that (x) no written consent of either Agent the Company, the Agent, the Swing Line Lender or the Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") allLender; PROVIDED, or any ratable part of allHOWEVER, of that the LoansCompany, the Commitments Agent and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents Co-Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Company, the Agent and the Co-Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E EXHIBIT D ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee"Assignee ) all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such ii)_such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("( Assignment and Acceptance"Acceptance ) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of $3,500. (b) From and after the date that the Agent notifies the assignor Bank that it has received (and provided its $[______________]; consent with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with subsection 11.08(a)), the Company shall execute and deliver to the Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a Participant ) participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the originating Bank ) hereunder and under the other Loan Documents; provided, however, that (i)_the originating Bank's obligations under this Agreement shall remain unchanged, (ii)_the originating Bank shall remain solely responsible for the performance of such obligations, (iii)_the Company, the Issuing Bank and the Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv)_no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 11.01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractthe other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall not assign all have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the 76 128 Loans same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Commitments to an Assignee unless such Assignee, or an Affiliate Note held by it in favor of such Assignee, shall also assume all obligations of such assignor any Federal Reserve Bank or Affiliate in accordance with respect to such Specified Swap Contracts, with the consent Regulation A of the Company.FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. 11.09

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, which consents consent of the Company and the Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder); provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E G ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent and the Loan Note Guarantor, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Administrative Agent or the Loan Note Guarantor shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the -------- Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of the lesser of (i) $5,000,0005,000,000 or (ii) the full amount of the Loans, the Commitments and the other rights and obligations of such Bank; provided, however, that (i) the Company Borrowers and the Agents Administrative Agent -------- ------- may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment ------------------------- and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the 77 amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company5,000.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany (at all times other than during the existence of an Event of Default), the Administrative Agent, the Issuing Lender and the Swingline Lender, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent the Company, the Administrative Agent, the Issuing Lender or the Swingline Lender shall be required in connection with any assignment and delegation by a Bank Lender to an a Person described in clause (iii) of the definition of Eligible Assignee that is an Affiliate of such BankAssignee) (each each, an "Assignee") all, or any a ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder); provided, however, provided that (iA) the Company Company, the Administrative Agent, the Issuing Lender and the Agents Swingline Lender may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; , (Bii) such Bank Lender and its the Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E L (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or the Assignee has shall have paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 and (iiB) if the assignor Bank or Company shall not, as a result of any assignment by any Lender to any of such Lender's Affiliates, incur any increased liability for Taxes, Other Taxes or Further Taxes pursuant to Section 4.1. The Company designates the Administrative Agent as its Affiliates is agent for maintaining a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all book entry record of its interest in ownership identifying the 76 128 Lenders and the amount of the respective Loans and Notes which they own. The foregoing provisions are intended to comply with the Commitments registration requirements in Treasury Regulation Section 5f.103-1 so that the Loans and Notes are considered to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect be in "registered form" pursuant to such Specified Swap Contracts, with the consent of the Companyregulation.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent, which consents of the Company and the Administrative Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company Company, the Borrowers and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E H ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]2,500; and (ii) if provided, further, that in the assignor event a Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign assigns less than all of its interest in interests hereunder, it shall retain a Commitment of not less than $10,000,000 after the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent consummation of the Companyassignment.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of Borrower (at all times other than during the Agentsexistence of an Event of Default in which event Borrower’s consent shall not be required) and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate affiliate of such Bank) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of Five Million Dollars ($5,000,000); provided, however, that (i) in the Company case of an assignment by BoA (so long as BoA is the Agent hereunder), BoA shall retain a minimum Commitment equal to the greater of (A) the highest Commitment then made by any other Bank, and (B) Eight Million Dollars ($8,000,000), and (ii) Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E I ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]the Agent’s customary fee as agreed to by the Assignor Bank; and (ii) if the assignor provided that no processing fee shall be charged for any assignment to a Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyAffiliate.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, the Swing Line Lender, the Offshore Currency Fronting Lender and, in respect of assignments of Revolving Loans or a Revolving Loan Commitment, the Issuer, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an "Assignee") all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender's outstanding Loans and/or Commitments (provided that (x) no written consent of either Agent the Company, the Agent, the Swing Line Lender, the Offshore Currency Fronting Lender or the Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is a Lender or an Affiliate of such Bank) (each an "Assignee") all, Lender or any ratable part of all, Approved Fund and (y) no consent of the LoansSwing Line Lender, the Commitments Offshore Currency Fronting Lender or the Issuer shall be required in respect of any assignment 100 and the other rights and obligations delegation consisting solely of such Bank hereunder, in a minimum amount of $5,000,000Term Loans); provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractprovided, such Bank shall not assign all of its interest that in the 76 128 Loans and case of contemporaneous assignments by a Lender to more than one fund managed by the Commitments to an Assignee unless same investment advisor, only a single fee of $3,500 shall be payable for all such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companycontemporaneous assignments.

Assignments, Participations, etc. (a) Any Agent mayLender may at any time, and with the written consent of the AgentsBorrower, the Agent and each Issuing Lender, which consents shall not be unreasonably withheldwithheld except during the existence of an Event of Default, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower, the Agent or either Agent Issuing Lender shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an a Lender Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, interests in Letters of Credit, the Commitments Commitment and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000 or, if less, all of such Loans, interests in Letters of Credit, the Commitment and the other rights and obligations of such Lender hereunder; provided, however, provided that (i) the Company Borrower, the Agent and the Agents each Issuing Lender may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment ; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent mayEach Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Agents, which consents shall Administrative Agent (not to be unreasonably withheld, any other Bank, may at any time assign withheld or delayed) and delegate prior written notice to one or more Eligible Assignees (provided that no written but not consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bankof) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Company; provided, however, that (i) the Company and amount of the Agents may continue Commitment or Loans of the assigning Lender subject to deal solely and directly with each such Bank in connection with assignment (determined as of the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to date the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E “E” ("the “Assignment and Acceptance"”) together with any Note or Notes subject respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (Cas defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (ii) the assignor Bank or Assignee has paid parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay to the Administrative Agent a processing and recordation fee in the amount of its $[______________]; 3,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), provided further, however, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iiiii) the Assignee, if it shall not be a Lender, shall deliver to the assignor Bank Administrative Agent an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or any the remaining portion of its Affiliates is an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Swap Provider with respect party hereto but shall continue to be entitled to the benefits of Article III and Section 11.5, as well as to any Specified Swap Contract, fees accrued for its account prior to the effective date specified in such Bank shall Assignment and Acceptance and not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.yet paid). The term “

Assignments, Participations, etc. (a) Any Agent Lender may, and with the prior written consent of Borrower, the Agents, Administrative Agent and the Fronting Lender (which consents shall not be unreasonably withheld, any other Bank, may delayed or conditioned) at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent Borrower shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, all or any ratable part of all, of the Revolving Loans, the Revolving Commitments and the Special Facility Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of the lesser of $5,000,0005,000,000 (or such lesser amount as may be agreed to by Borrower and the Administrative Agent in their sole and absolute discretion) and the full remaining amount of such Lender's Revolving Loans, Revolving Commitments or Special Facility Obligations (except that no such minimum shall be applicable on an assignment to a Lender or an Affiliate of a Lender); provided, however, that (i) the Company Borrower and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Eligible Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Eligible Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Eligible Assignee; (Bii) such Bank Lender and its Eligible Assignee shall have delivered to Borrower, the Company Lead Arranger and the 109 Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E J ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Eligible Assignee (in each case, other than in connection with any assignment by Xxxxxxx Xxxxx Capital Corporation or its Affiliates) has paid to each the Administrative Agent a registration and processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees financial institutions (an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that no written consent (i) except in the case of either Agent shall be required an assignment of the entire remaining amount of the assigning Lender’s Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Bank to an Eligible Assignee that is Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the outstanding balance of the Loans of the assigning Lender subject to each such Bank) assignment, 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, shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed), and (ii) each partial assignment shall be made as an "Assignee") all, or any ratable assignment of a proportionate part of allall the assigning Lender’s rights and obligations under this Agreement with respect to the Loans assigned. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Assignee thereunder shall be a party to this Agreement and, to the extent of the Loansinterest assigned by such Assignment and Assumption, have the Commitments and the other rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Bank hereunderAssignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may party hereto but shall continue to deal solely be entitled to the benefits of Sections 3.01, 3.02, 3.03 and directly 10.05 with such Bank in connection with respect to facts and circumstances occurring prior to the interest so assigned to an Assignee until (A) written notice effective date of such assignment). Upon request, together with payment instructions, addresses the Company (at its expense) shall execute and related information with respect deliver new or replacement Notes to the Assignee, shall have been given to the Company assigning Lender and the Administrative Agent assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank Lender of a participation in such rights and the Assignee; obligations in accordance with subsection (Bc) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companythis Section.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsSwing Line Lender and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees Persons (provided that no written consent of either the Swing Line Lender or the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder); provided, however, that (x) no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, (i) the Company would be obligated to pay any greater amount under Article III to the Assignee than the Company is then obligated to pay to the assigning Lender under such Article (and if any assignment is made in violation of the foregoing, the Company will not be required to pay the incremental amounts) and (ii) the Assignee has not presented evidence reasonably satisfactory to the Agent and the Agents Company that the Assignee is exempt from withholding taxes and (y) the Company, the Swing Line Lender and the Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E G ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company5,000.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsRevolving Borrower at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable (in the case of Committed Loans) part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000, it being agreed that no Bank shall assign all or a portion of its Revolving Commitment without assigning a ratable portion of its Term Loan and no Bank shall assign all or a portion of its Term Loan without assigning a ratable portion of its Revolving Commitment; provided, however, that (i) the Company Borrowers and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment ); and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of $3,000. In connection with any assignment by the Swingline Bank, its $[______________]; Swingline Commitment may be in whole or in part included as part of the assignment transaction, and (ii) if the assignor Bank or any Assignment and Acceptance may be appropriately modified to include an assignment and delegation of its Affiliates is a Swap Provider with respect to Swingline Commitment and any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyoutstanding Swingline Loans.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAdministrative Agent, the L/C Issuer and the Swingline Lender, and in the case of an assignment of Revolving Loans, Holdings (which consents in each case shall not be unreasonably withheld), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000; provided, however, that (i) no written consent of Holdings shall be required during the Company existence of a Default or an Event of Default; (ii) no written consent of Holdings or the Administrative Agent, the L/C Issuer or the Swingline Lender shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is another Lender or an Affiliate of such assigning Lender or within the same “family of funds” as such assigning Lender, provided that if the proposed Assignee is another Lender, the Lender seeking to assign its interests hereunder shall consult with Holdings and the Agents Administrative Agent before entering into such assignment; (iii) except in connection with an assignment of all of a Lender’s rights and obligations with respect to its Commitment, Loans and L/C Obligations, any such assignment to an Eligible Assignee that is not a Lender hereunder shall be equal to or greater than $1,000,000; and (iv) each such partial assignment shall be of a ratable part of the Loans, the Commitment and the other interests, rights and obligations hereunder of such assigning Lender; and provided further, however, that Holdings and the Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) such Lender and its Assignee shall have delivered to Holdings and the Administrative Agent an Assignment and Acceptance Agreement substantially in the form of Exhibit E (“Assignment and Acceptance”), together with any Note or Notes subject to such assignment; (B) a written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, in substantially the form of the Notice of Assignment and Acceptance attached as Schedule 1 to the Assignment and Acceptance, shall have been given to the Company Holdings and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank Lender or Assignee has shall have paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and 3,500 (ii) if the assignor Bank or any of its Affiliates is a Swap Provider it being understood that with respect to an assignment to more than one Eligible Assignee within the same “family of funds” or by more than one Lender within the same “family of funds” to a single Eligible Assignee, only one such processing fee is payable for the series of simultaneous assignments) and (D) the Administrative Agent, Holdings, the L/C Issuer and the Swingline Lender each shall have provided any Specified Swap Contractrequired consent to such assignment in accordance with this Section 11.08(a). In connection with any assignment by Wxxxx Fargo, such Bank shall its Swingline Commitment may be assigned in whole (and not assign part) and only in connection with an assignment transaction involving an assignment of all of its interest in the 76 128 Loans Commitment and Loans, and the Commitments Assignment and Acceptance may be appropriately modified to include an Assignee unless such Assignee, or an Affiliate assignment and delegation of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyits Swingline Commitment and any outstanding Swingline Loans.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, the Swing Line Lender, the Fronting Lenders and, in respect of assignments of Revolving Loans or a Revolving Commitment, the Issuers, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender’s outstanding Loans and/or Commitments (provided that no written consent of either Agent the Company, the Agent, the Swing Line Lender, any Fronting Lender or any Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender); provided, however, provided that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("“Assignment and Acceptance"”) together with any Note or Notes subject to requested in connection with such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and providedthat (iix) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank fee shall not assign all of its interest be required in the 76 128 Loans and the Commitments case of an assignment by a Lender to an Assignee unless such Assignee, or an Affiliate of such AssigneeLender and (y) in the case of contemporaneous assignments by a Lender to more than one non-Affiliated fund managed by the same investment advisor, only a single fee of $3,500 shall also assume be payable for all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companycontemporaneous assignments.

Assignments, Participations, etc. (a1) Any Agent may, and with With the prior written consent of the AgentsAdministrative Agent and, which but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, such consents shall not to be unreasonably withheldwithheld or delayed, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender or to another Lender or its Affiliate) (each an "Assignee") all, all or any ratable part of all, such Lender's Percentage Share of the Loans, the Commitments Interim Loan and the other rights and obligations of Obligations held by such Bank Lender hereunder, in a minimum amount of $5,000,0001,000,000, which minimum amount may be an aggregated amount in the event of simultaneous assignments to or by two or more funds under common management (or if such Lender's Percentage Share of the Interim Loan is less than $1,000,000, one hundred percent (100%) thereof); provided, however, that (i) MAC, the Company Borrowers and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and 41 Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment Agreement and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the Agents, Borrower (which consents consent shall not be unreasonably withheldrequired during the existence of an Event of Default) and the Agent, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000U.S.$5,000,000 (or, if less, the amount of such Lender’s Commitment); provided, however, that (i) the Company and Borrower, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) such Lender or the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyU.S.$3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with subject to the written consent of the AgentsParent at all times other than during the existence of an Event of Default, and the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Parent or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such BankBank and the assignee need not be an Eligible Assignee if an Event of Default has occurred and is continuing) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount such that the Assignee after giving effect to such assignment shall hold at least $5,000,000 of $5,000,000the Commitments (or if less the aggregate amount of the Commitments of the Bank so assigning); provided, however, that (i) the Company Parent and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Parent and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.;

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, the Swing Line Lender and, in respect of assignments of Revolving Loans or a Revolving Loan Commitment, each Issuer with an outstanding Letter of Credit, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an "Assignee") all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender's outstanding Loans and/or Commitments (provided that (x) no written consent of either Agent the Company, the Agent, the Swing Line Lender or any Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, Lender or any ratable part of all, Approved Fund and (y) no consent of the Swing Line Lender or any Issuer shall be required in respect of any assignment and delegation consisting solely of Term Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000); provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractprovided, such Bank shall not assign all of its interest that in the 76 128 Loans and case of contemporaneous assignments by a Lender to more than one fund managed by the Commitments to an Assignee unless same investment advisor, only a single fee of $3,500 shall be payable for all such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companycontemporaneous assignments.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsAdministrative Agent and the Company (provided, however that no consent of the Company shall be required during the existence of an Event of Default), which consents consent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written and, with notice to the Administrative Agent, but without the consent of either Agent shall be required in connection with the Administrative Agent, may assign to any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) its wholly-owned bank Affiliates (each an "Assignee") all, all or any ratable part of all, of the Loans, Loans or the Commitments and the Commitment or any other rights and or obligations of such Bank hereunder, hereunder in a minimum amount equal to the lesser of (i) such Bank's Commitment and (ii) $5,000,00010,000,000; provided, however, that (i) the Commitment of any Bank after giving -------- ------- effect to any assignment shall not be less than $10,000,000; provided, further, --------- ------- that the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest interests so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; Assignee and (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an a Notice of Commitment Assignment Notice and Acceptance substantially in the form of Exhibit E ("Notice of Assignment and --------- Acceptance") together with any Note or Notes subject to such assignment ); and (Ciii) the assignor Bank or Assignee has processing fees of $3,500 shall have been paid to each the Administrative Agent in connection with such assignment (including, but not limited to, an assignment by a processing fee in the amount Bank to another Bank or an Affiliate). Any Bank may at any time assign all or any portion of its $[______________]; and (ii) if rights under this Agreement to a Federal Reserve Bank. No such assignment shall release the assignor transferor Bank or any of from its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyhereunder.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrowers and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent the Borrowers shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an a Bank Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) any such assignment to an Eligible Assignee shall be in a minimum amount equal to $5,000,000 or the Company then remaining commitment of such Bank and provided further, that the Borrowers, the Issuing Bank, the Swingline Bank and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E J ("Assignment and Acceptance") together with any Note or Notes subject to such assignment ); and (Ciii) in the case of any assignment to an Assignee which is not already a Bank, the assignor Bank bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,000; and provided still further, that any assignment hereunder of a Bank's Commitment (iiother than such Bank's Multicurrency Commitment, if any) if must include an equal percentage of the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap ContractBank's Commitment (other than such Bank's Multicurrency Commitment, such Bank shall not assign all of its interest in the 76 128 Loans if any) and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyCommitted Loans.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Issuing Bank, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and L/C Obligations, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, the entire amount of such Lender's Loans, Commitment and L/C Obligations); providedPROVIDED, howeverHOWEVER, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,000.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAdministrative Agent (and, in the case of Revolving Credit Loans, the Swingline Lender and the Issuing Bank), which consents shall not be unreasonably withheldwithheld or delayed, any and with the additional written consent of the Borrower (other Bankthan during the existence of an Event of Default), may which consent shall not be unreasonably withheld or delayed, at any time assign and or delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") ), all, or any ratable part of allpart, of the LoansRevolving Credit Commitment, L/C Obligations or Facility B Term Loans of such Lender, as the Commitments case may be, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of the lesser of $5,000,0005,000,000 and the remaining outstanding amount thereof or, solely in the case of the assignment from one Lender to another Lender, an Affiliate thereof or an Approved Fund with respect thereto, a minimum amount of $1,000,000; provided, however, that (i) the Company Borrower and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company such Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit E G ("Assignment and Acceptance") together with any Note or Notes subject to such assignment ); and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500 (other than in the event of an assignment to an Approved Fund of an existing Lender); and (ii) if provided, further, that no such consent shall be required per assignments or delegations to any Lender or Affiliate thereof or an Approved Fund with respect thereto. In connection with any assignment by Chase, its Swingline Commitment may be in whole but not in part included as part of the assignor Bank or any assignment transaction, and the Assignment and Acceptance may be appropriately modified to include an assignment and delegation of its Affiliates is a Swap Provider with respect to Swingline Commitment and any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyoutstanding Swingline Loans.

Assignments, Participations, etc. (a1) Any Agent may, and with With the prior written consent of the AgentsAdministrative Agent and, which but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents shall not to be unreasonably withheldwithheld or delayed, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender or to another Lender or its Affiliate) (each an "“Assignee"”) all, all or any ratable part of all, such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans, Loans at the Commitments time owing to it) and the other rights and obligations of Obligations held by such Bank Lender hereunder, in a minimum amount of $5,000,0005 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or such lesser amount as agreed by the Administrative Agent; and (B) if such Lender’s Commitment (or Revolving Commitment and Term Loan Credit Exposure) is less than $5 million, one hundred percent (100%) thereof); provided, however, that (i) MAC, the Company Borrower, the Issuing Lender, the Swing Line Lender and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent by such Bank Lender and the AssigneeAssignee and such assignment shall have been recorded in the Register in accordance with Section 11.8(1)(B); (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment Agreement and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent mayEach Lender may assign to one or more assignees (each, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Agents, which consents shall Administrative Agent (not to be unreasonably withheld, any other Bank, may at any time assign and delegate to one withheld or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000delayed); provided, however, that (i) the Company and amount of the Agents may continue Commitment or Loans of the assigning Lender subject to deal solely and directly with each such Bank in connection with assignment (determined as of the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to date the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E “E” ("the “Assignment and Acceptance"”) together with any Note or Notes subject respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds (Cas defined below)) shall not, unless consented to by the Administrative Agent, be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (ii) the assignor Bank or Assignee has paid parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and shall pay to the Administrative Agent a processing and recordation fee in the amount of its $[______________]; 3,500.00 (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 in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iiiii) the Assignee, if it shall not be a Lender, shall deliver to the assignor Bank Administrative Agent an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or any the remaining portion of its Affiliates is an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Swap Provider with respect party hereto but shall continue to be entitled to the benefits of Article III and Section 11.5, as well as to any Specified Swap Contract, fees accrued for its account prior to the effective date specified in such Bank shall Assignment and Acceptance and not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.yet paid). The term “Related

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the Agents, Company (which consents consent shall not be unreasonably withheld) at all times other than during the existence of an Event of Default, any other the Agent and the Issuing Bank, may if applicable, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank, if applicable, shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a1) Any Agent mayLender may at any time, and with the written consent of the AgentsAgent and, but only so long as there does not exist an Event of Default, the Company (which consents consent shall not be unreasonably withheldwithheld by the Company), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) financial institutions (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Loans and the other rights and obligations of such Bank hereunder, Lender hereunder in a minimum amount of $5,000,0004,000.000.00; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment Assumption Agreement; and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500.00. From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Assumption Agreement, (y) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender under the Loan Documents, and (iiz) if the assignor Bank or any Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under the Loan Documents. Upon the effective date of its Affiliates is a Swap Provider with respect to any Specified Swap Contractsuch assignment, such Bank shall not assign all of its interest in the 76 128 Loans this Agreement and the Commitments other Loan Documents shall be deemed to an Assignee unless such Assigneebe amended to the extent, or an Affiliate of such Assigneebut only to the extent, shall also assume all obligations of such assignor Bank or Affiliate with respect necessary to such Specified Swap Contracts, with reflect the consent addition of the CompanyAssignee and the resulting adjustment of the Percentage Share arising therefrom.

Assignments, Participations, etc. (a) a Any Agent Lender may, and with the written consent of the Agents, Company (which consents consent shall not be required during the existence of an Event of Default, and the Administrative Agent (such consents not to be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) Lender (each an "Assignee") " all, or any ratable part of all, of the Committed Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, the amount of such Lender's Commitment; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) i written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (B) ii such Bank Lender and its Assignee shall 76 83 have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E J ("Assignment and Acceptance") " together with any Note or Notes subject to such assignment and (C) iii such Lender or the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default) and the Administrative Agent, which consents shall not be unreasonably withheld, any other and the Fronting Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the LoansLC -------- Obligations, the Commitments and the other rights and obligations of such Bank Lender hereunder, provided, however, that (w) the aggregate principal amount of -------- ------- the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5,000,000; provided5,000,000 (or if less, howeverthe entire Commitment then held by such Lender), that (ix) after giving effect to any such assignment by a Lender, the aggregate amount of the Commitments and/or LC Obligations held by such assigning Lender is at least $5,000,000 (unless such Lender has assigned the entire Commitment and LC Obligations then held by it), (y) after giving effect to any such assignment by a Lender, the Assignee Percentage under the Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitment and the Tranche B Commitment is the same, and (z) the Company Assignee provides the Administrative Agent and the Agents Borrower with the form specified in Section 9.10. The Borrower and the Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E C ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank --------- ------------------------ Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default) and the Agent and the Issuing Bank, which consents shall not be unreasonably withheldwithheld (provided that the withholding of consent by reason of any proposed assignment resulting in the incurrence by the Companies of increased costs under ARTICLE IV shall not be deemed to be unreasonable), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Companies, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment, the L/C Commitment, the L/C Obligations, the Interim Note Commitment, the Interim Note Obligations, Swing Line Participations and the other rights and obligations of such Bank hereunder, in a minimum aggregate amount of $5,000,000; provided, however, that (i) the each Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the each Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the each Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E EXHIBIT N ("Assignment and Acceptance") together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (iiprovided, further, the assignment may at the option of the assigning Bank and the Assignee not assign any portion of any outstanding Bid Loans. Notwithstanding the foregoing, no Bank may effect an assignment under this SECTION 12.8(A) if after giving effect thereto its remaining aggregate Commitment shall be less than $5,000,000, unless such assignment shall be part of a series of transactions disclosed by such 106 Bank to the assignor Agent to effect the disposition of all of such Bank's interests in the Loan Documents. A Bank or any may assign a portion of its Affiliates is Term Loan Commitment without the assignment of a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all ratable portion of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyRevolving Credit Commitment.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower at all times other than during the existence of an Event of Default and the Agent, (which consents shall not be unreasonably withheld), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such BankBank or that is a Bank then holding a Commitment hereunder) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in provided, that any such assigning Bank either retains a minimum amount Commitment or Loan of at least $5,000,00015,000,000 or disposes of its entire Commitment or Loans and provided further that any Assignee shall have a Commitment or Loans of at least $15,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of $4,000. No Assignee shall be entitled to higher recoveries or greater rights under Sections 3.1, 3.2 and 3.3 than its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyassignor.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, Lender Affiliates all or any ratable part of all, portion of the Loans, the Credit Commitments and the other rights and obligations of such Bank Lender hereunder, ; provided that (i) all such assignments shall be in a minimum amount of $1,000,000 if made to another Lender party hereto or $5,000,000 if made to any other Lender Affiliate; (ii) no Lender shall have Credit Commitments, immediately following an assignment, of an aggregate amount of less than $1,000,000 unless such Lender shall have assigned all of its Loans, Credit Commitments, rights and obligations hereunder, and no Lender Affiliate, other than a Lender party hereto, shall have Credit Commitments immediately following an assignment of an aggregate amount of less than $5,000,000, unless such Lender Affiliate shall have assigned all of its Loans, Credit Commitments, rights and obligation hereunder; provided, howeverfurther, that (i) the Company Borrowers and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee such Lender Affiliate until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assigneesuch Lender Affiliate, shall have been given to the Company Borrowers and the Administrative Agent by such Bank Lender and the Assigneesuch Lender Affiliate; (B) such Bank Lender and its Assignee such Lender Affiliate shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("Assignment and Acceptance") together with any Note or Notes subject to such assignment Assignment and (C) the assignor Bank or Assignee such Lender Affiliate has paid to each the Administrative Agent a processing fee in the amount of $3,000. Upon the occurrence and continuance of an Event of Default, any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to its Lender Affiliate) (each an "Assignee") all or any portion of the Loans, the Credit Commitments and the other rights and obligations of such Lender hereunder; provided, however, that Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrowers and the Administrative Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall have delivered to Borrowers and the Administrative Agent an Assignment and Acceptance together with any Note or Notes subject to such Assignment and (C) the Assignee has paid to the Administrative Agent a processing fee in the amount of $[______________]; 3,000. From and after the date that the Administrative Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assignor Lender under the Loan Documents and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance, which notice shall also be sent by the Administrative Agent to each Lender, and payment of the processing fee, Borrowers shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Credit Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its Credit Commitment, replacement Notes in the principal amount of the Loans and Credit Commitment retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement, shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Credit Commitments arising therefrom. The Credit Commitment allocated to each Assignee shall reduce such Credit Commitment of the assigning Lender pro tanto. Any Lender may at any time sell to one or more commercial lenders or other Persons not affiliates of Borrowers (a "Participant") participating interests in any Loans, the Credit Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Each Lender agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" by Borrowers and provided to it by Borrowers or any Subsidiary of Borrowers, or by the Administrative Agent on such Company's or such Subsidiary's behalf, in connection with this Agreement or any other Loan Document, and neither it nor any of its Affiliates shall use any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Agreement; except to the extent such information (i) was or becomes generally available to the public other than as a result of a disclosure by any Lender or (ii) was or becomes available on a non-confidential basis from a source other than Borrowers, provided that such source is not bound by a Swap Provider confidentiality agreement with respect Borrowers known to such Lender; provided further, however, that the Lender may disclose such information (A) at the request or pursuant to any Specified Swap Contractrequirement of any Governmental Authority to which such Lender is subject or in connection with an examination of the Lender by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable Requirement of Law; and (D) to such Lender's independent auditors and other professional advisors. Notwithstanding the foregoing, Borrowers authorize each Lender to disclose to any Participant or Assignee (each, a "Transferee") and to any prospective Transferee, such Bank shall not financial and other information in such Lender's possession concerning Borrowers or their Subsidiaries which has been delivered to Administrative Agent or the Lenders pursuant to this Agreement or which has been delivered to the Administrative Agent or the Lenders by Borrowers in connection with the Lenders' credit evaluation of Borrowers prior to entering into this Agreement; provided that, unless otherwise agreed by Borrowers, such Transferee agrees in writing to such Lender to keep such information confidential to the same extent required of the Lenders hereunder. Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its interest the Loans or Notes held by it to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate respect of such Assignee, assigned Loans or Notes made by Borrowers to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall also assume all satisfy Borrowers' obligations of such assignor Bank or Affiliate with hereunder in respect to such Specified Swap Contracts, with assigned Loans or Notes to the consent extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder. Set-off . In addition to any rights and remedies of the CompanyLenders provided by law, if an Event of Default exists, each Lender is, subject to Section 8.2, authorized at any time and from time to time, without prior notice to Borrowers, any such notice being waived by Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing to, such Lender to or for the credit or the account of Borrowers against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 10.9 are in addition to the other rights and remedies (including other rights of set-off) which the Lender may have.

Assignments, Participations, etc. (a) (a) Any Agent Bank may, and with the written consent of the AgentsBorrower at all times other than during the existence of an Event of Default, and the Agent and the Issuing Bank, (which consents in each case shall not be unreasonably withheld), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such BankBank or that is a Bank then holding a Commitment hereunder) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in provided, that any such assigning Bank either retains a minimum amount Commitment or Loans of at least $5,000,000 or disposes of its entire Commitment or Loans and provided further that any Assignee shall have a Commitment or Loans of at least $5,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of $4,000. No Assignee shall be entitled to higher recoveries or greater rights under Sections 4.1, 4.2 and 4.3 than its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyassignor.