Common use of Assignments; Successors and Assigns Clause in Contracts

Assignments; Successors and Assigns. (a) This Agreement is a continuing obligation and binds, and the benefits hereof shall inure to, the Borrower, the Agents, the LC Issuer and each Lender and their respective successors and assigns; provided, that the Borrower may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of all of the Lenders. (b) Any Lender may, in accordance with Applicable Law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Loans owing to such Lender, any of the Notes held by such Lender, any Commitment held by such Lender hereunder or any other interests of such Lender hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9(b), 3.9, 3.10 and 13.13 hereof with respect to its participation; provided that no Participant shall be entitled to receive any greater amount pursuant to such Section than such Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such Participant had no such transfer occurred. (c) Each Lender may, with the Administrative Agent's consent and in accordance with Applicable Law, at any time assign, pursuant to an assignment substantially in the form of Exhibit M attached hereto and incorporated herein by reference, without the Borrower's consent to one or more banks having unimpaired capital and surplus of Two Hundred Fifty Million Dollars ($250,000,000) or more or may assign with the Borrower's consent (which shall not be unreasonably withheld) to any other financial institution (in either case, "Eligible Assignees") all or any part of any Loans owing to such Lender, any of the Notes held by such Lender, such Lender's reimbursement and other rights and obligations in connection with any Letter of Credit issued hereunder, the portion of the Commitment held by such Lender or any other interest of such Lender hereunder; provided, however, that (i) unless Borrower and the Administrative Agent consent otherwise, and except in the case of an assignment to another Lender, any such partial assignment shall be in a minimum principal amount of Five Million Dollars ($5,000,000) and (ii) each such assignment by a Lender of its Loans, Notes, Commitment, or Letter of Credit Obligations shall be made in such manner so that the same portion of its Loans, Notes, Commitment, and Letter of Credit Obligations is assigned to the respective assignee. The Borrower and the Lenders agree that to the extent of any assignment the Assignee shall be deemed to have the same rights and benefits with respect to the Borrower under this Agreement and any of the Notes and any Letter of Credit as it would have had if it were a Lender hereunder on the Effective Date and the assigning Lender shall be released from its Commitment and other obligations hereunder, to the extent of such assignment. Upon the making of an assignment, the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.3, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Borrower authorizes each Lender to disclose to any Participant or Eligible Assignee ("Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower or any of its Subsidiaries which has been delivered to such Lender by the Borrower or the Administrative Agent pursuant to this Agreement or which has been delivered to such Lender by the Borrower in connection with such Lender's credit evaluation of the Borrower prior to entering into this Agreement. (f) Any Lender shall be entitled to have any Note held by it subdivided in connection with a permitted assignment of all or any portion of such Note and the respective Loans evidenced thereby pursuant to Section 13.3(c) above. In the case of any such subdivision, the new Note (the "New Note") issued in exchange for a Note (the "Old Note") previously issued hereunder (i) shall be substantially in the form of Exhibit F hereto, as appropriate, (ii) shall be dated the date of such assignment, (iii) shall be otherwise duly completed and (iv) shall bear a legend, to the effect that such New Note is issued in exchange for such Old Note and that the indebtedness represented by such Old Note shall not have been extinguished by reason of such exchange. Without limiting the obligations of the Borrower under Section 13.5 hereof, the Lenders shall use reasonable best efforts to ensure that any such assignment does not result in the imposition of any intangibles, documentary stamp and other taxes, if any, which may be payable in connection with the execution and delivery of any such New Note. (g) Anything in this Section 13.3 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its respective Affiliates or Subsidiaries without the prior written consent of each Lender.

Assignments; Successors and Assigns. (a) i. This Agreement is a continuing obligation and binds, and the benefits hereof shall inure to, the Borrower, the Agents, the LC Issuer Agent and each Lender Bank and their respective successors and assigns; assigns provided, that the Borrower may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of all of the LendersBanks. (b) ii. Any Lender Bank may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawthe applicable law, at any time sell to one or more banks or other financial institutions entities ("Participants") participating interests in any Loans owing to such LenderBank, any of the Notes held by such LenderBank, any Commitment held by such Lender hereunder or any other interests of such Lender Bank hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9(b), 3.9, 3.10 Section 3.7 and 13.13 hereof 13.14 with respect to its participation; provided that no Participant shall be entitled to receive any greater amount pursuant to such Section than such Lender Bank would have been entitled to receive in respect of the amount of the participation transferred by such Lender Bank to such Participant had no such transfer occurred. (c) iii. Each Lender Bank may, with in the Administrative Agent's consent ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time assign, pursuant to an assignment substantially in the form of Exhibit M F attached hereto and incorporated herein by reference, without the Borrower's consent consent, to one or more banks having unimpaired capital and surplus of Two Hundred Fifty Million Dollars ($250,000,000) 250,000,000 or more or may assign with the Borrower's consent (which shall not be unreasonably withheld) to any other financial institution entities (in either case, "Eligible Assignees") all or any part of any Loans owing to such LenderBank, any of the Notes held by such LenderBank, such Lender's reimbursement and other rights and obligations in connection with any Letter of Credit issued hereunder, the portion of the Commitment held by such Lender or any other interest of such Lender Bank hereunder; provided, however, that (i) unless Borrower and the Administrative Agent consent otherwise, and except in the case of an assignment to another Lender, any such partial assignment shall be in a minimum principal amount of Five Two Million Dollars ($5,000,000) and (ii) each such assignment by a Lender of its Loans, Notes, Commitment, or Letter of Credit Obligations shall be made in such manner so that the same portion of its Loans, Notes, Commitment, and Letter of Credit Obligations is assigned to the respective assignee2,000,000). The Borrower and the Lenders Banks agree that to the extent of any assignment the Assignee shall be deemed to have the same rights and benefits with respect to the Borrower under this Agreement and any of the Notes and any Letter of Credit as it would have had if it were a Lender Bank hereunder on the Effective Date date hereof and the assigning Lender Bank shall be released from its Commitment and other obligations hereunder, to the extent of such assignment. Upon the making of an assignment, the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.3, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bankiv. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Borrower authorizes each Lender Bank to disclose to any Participant or Eligible Assignee ("Transferee") and any prospective Transferee any and all financial information in such LenderBank's possession concerning the Borrower or any of its Subsidiaries which has been delivered to such Lender Bank by the Borrower or the Administrative Agent pursuant to this Agreement or which has been delivered to such Lender Bank by the Borrower in connection with such LenderBank's credit evaluation of the Borrower prior to entering into this Agreement. (f) v. Any Lender Bank shall be entitled to have any Note held by it subdivided in connection with a permitted assignment of all or any portion of such Note and the respective Loans evidenced thereby pursuant to Section 13.3(c13.4(c) above. In the case of any such subdivision, the new Note (the "New Note") issued in exchange for a Note (the "Old Note") previously issued hereunder (i) shall be substantially in the form of Exhibit F B hereto, as appropriate, (ii) shall be dated the date of such assignment, (iii) shall be otherwise duly completed and (iv) shall bear a legend, to the effect that such New Note is issued in exchange for such Old Note and that the indebtedness represented by such Old Note shall not have been extinguished by reason of such exchange. Without limiting the obligations of the Borrower under Section 13.5 13.6 hereof, the Lenders Banks shall use reasonable best efforts to ensure that any such assignment does not result in the imposition of any intangibles, documentary stamp and other taxes, if any, which may be payable in connection with the execution and delivery of any such New Note. (g) Anything in vi. If, pursuant to this Section 13.3 to the contrary notwithstandingsubsection, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower this Agreement or any of its respective Affiliates the Notes is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or Subsidiaries without any State thereof, the prior written consent Bank making such transfer shall cause such Transferee, concurrently with the effectiveness of each Lendersuch transfer, (i) to represent to such Bank (for the benefit of such Bank and Borrower) that under applicable law and treaties no taxes will be required to be withheld by such Bank or Borrower with respect to any payments to be made to such Transferee hereunder or in respect of the Loans, (ii) to furnish to such Bank and Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder) and (iii) to agree (for the benefit of such Bank and Borrower) to provide such Bank and Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption.

Assignments; Successors and Assigns. (a) This Agreement is a continuing obligation and bindsthe Loan Documents shall be binding upon, and inure to the benefit of, the successors of each of the Lenders, the permitted successors of Borrowers and Pledgor, and the benefits hereof respective assigns, transferees and endorsees of Lenders. No Person shall inure to, the Borrower, the Agents, the LC Issuer and each Lender and their respective successors and assigns; provided, that the Borrower may not transfer or assign be deemed to be a third- party beneficiary of any or all of its rights or obligations hereunder without the prior written consent of all of the Lendersprovisions of this Agreement or the Loan Documents or otherwise have any rights by reason of any provisions of this Agreement or the Loan Documents. (b) Any Lender Either or both of the Lenders may, in accordance with Applicable Law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Loans owing to such Lenderthe Lenders, any of the Notes held by such Lenderthe Lenders, any Commitment held by such Lender hereunder or any other interests of such Lender the Lenders hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9(bSection 2.3(c), 3.93.4, 3.10 3.5 and 13.13 hereof 11.14 with respect to its participation; provided that no Participant shall be entitled to receive any -------- ---- greater amount pursuant to such Section than such the Lender would have been entitled to receive in respect of the amount of the participation transferred by such that Lender to such Participant had no such transfer occurred. (c) Each Lender Either of the Lenders may, with the Administrative Agent's consent and in accordance with Applicable Law, at any time assign, pursuant to an assignment substantially in the form of Exhibit M attached hereto and incorporated herein by reference, without the Borrower's consent Obligors' consent, to one or more banks or financial institutions having unimpaired capital and surplus of Two Hundred Fifty Million Dollars ($250,000,000) or more or may assign with the Borrower's consent (which shall not be unreasonably withheld) to any other financial institution Person (in either case, "Eligible Assignees") all or any part of any Loans owing to such Lenderthe Lenders, any the Note held on behalf of the Notes held by such Lender, such Lender's reimbursement and other rights and obligations in connection with any Letter of Credit issued hereunder, the portion of the Commitment held by such Lender Lenders or any other interest of such Lender the Lenders hereunder; provided, however, that (i) unless Borrower and the Administrative Agent consent otherwise, and except in the case of an assignment to another Lender, any such partial assignment shall be in a minimum principal amount of Five Million Dollars ($5,000,000) and (ii) each such assignment by a Lender of its Loans, Notes, Commitment, or Letter of Credit Obligations shall be made in such manner so that the same portion of its Loans, Notes, Commitment, and Letter of Credit Obligations is assigned to the respective assignee. The Borrower Obligors and the Lenders agree that to the extent of any assignment the Assignee shall be deemed to have the same rights and benefits with respect to the Borrower Obligors under this Agreement and any of the Notes and any Letter of Credit as it would have had if it were a Lender one of the "Lenders" hereunder on the Effective Date date hereof and the assigning Lender shall be released from its Commitment and other obligations hereunder, hereunder to the extent of such assignment. Upon the making of an assignment, the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000. (d) In addition to Each Obligor authorizes the assignments and participations permitted under the foregoing provisions of this Section 13.3, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Borrower authorizes each Lender Lenders to disclose to any Participant or Eligible Assignee ("Transferee") and any prospective Transferee any and all financial information in such Lender's the Lenders' possession concerning the Borrower or any of its Subsidiaries such Obligor which has been delivered to the Lenders by such Lender by the Borrower or the Administrative Agent Obligor pursuant to this Agreement or which has been delivered to the Lenders by such Lender by the Borrower Obligor in connection with such Lender's the Lenders' credit evaluation of the Borrower such Obligor prior to entering into this Agreement. (fe) Any Lender The Lenders shall be entitled to have any Note held by it subdivided in connection with a permitted assignment of all or any portion of such Note and the respective Loans evidenced thereby pursuant to Section 13.3(c) above. In the case of any such subdivision, the new Note (the "New Note") issued in exchange for a Note (the "Old Note") previously issued hereunder (i) shall be substantially in the form of Exhibit F hereto, as appropriate, (ii) shall be dated the date of such assignment, (iiiii) shall be otherwise duly completed and (iviii) shall bear a legend, to the effect that such New Note is issued in exchange for such Old Note and that the indebtedness represented by such Old Note shall not have been extinguished by reason of such exchange. Without limiting the obligations Upon delivery of the Borrower under Section 13.5 hereofNew Note, the Lenders Old Note shall use reasonable best efforts be marked cancelled and returned to ensure that Borrowers. (f) If, pursuant to this Section , any such assignment does not result interest in this Agreement or any Note is transferred to any Transferee which is organized under the imposition laws of any intangiblesjurisdiction other than the United States or any State thereof, documentary stamp and other taxesthe Lender making such transfer shall cause such Transferee, if any, which may be payable in connection concurrently with the execution effectiveness of such transfer, (i) to represent to the Borrowers and delivery the Lenders that under Applicable Law and treaties no taxes will be required to be withheld by Borrowers or Lenders with respect to any payments to be made to such Transferee hereunder or in respect of the Loans, (ii) to furnish to Lenders and Borrowers either United States Internal Revenue Service Form 4224 or United States Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to complete exemption from United States federal withholding tax on all payments hereunder) and (iii) to agree (for the benefit of Lenders and Borrowers) to provide Lenders and Borrowers a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such New NoteTransferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. (g) Anything No Obligor shall be permitted to assign its interest in this Section 13.3 to the contrary notwithstanding, no Lender may assign Agreement or participate any interest in any Loan held by it hereunder to the Borrower or any of its respective Affiliates or Subsidiaries Document without the prior written consent of each Lenderthe Lenders. (h) In addition to the assignments and participations permitted under the foregoing provisions of this Section , (i) Creditanstalt or its parent may assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Lender as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Lender and (ii) Xxxxxxx may assign and pledge all or any portion of its Loans and its Notes to any financial institution which may be financing Xxxxxxx'x obligations hereunder. No such assignment shall release the assignee from its obligations hereunder.

Assignments; Successors and Assigns. (a) This Agreement is a continuing obligation and bindsthe Loan Documents shall be binding upon, and inure to the benefit of, the successors of the Agent, the Administrative Agent, and each Lender, the permitted successors of Borrower and Parent, and the benefits hereof shall inure torespective assigns, the Borrower, the Agents, the LC Issuer transferees and each Lender and their respective successors and assigns; provided, that the Borrower may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of all endorsees of the Lenders. No Person shall be deemed to be a third-party beneficiary of any of the provisions of this Agreement or the Loan Documents or otherwise have any rights by reason of any provisions of this Agreement or the Loan Documents. (b) Any Lender may, in accordance with Applicable Law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Loans owing to such Lender, any of the Notes held by such Lender, any Commitment held by such Lender hereunder or any other interests of such Lender hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9(b), 3.9, 3.10 and 13.13 hereof with respect to its participation; provided that no Participant shall be entitled to receive any greater amount pursuant to such Section than such Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such Participant had no such transfer occurred. (c) Each Lender may, with the Agent's and the Administrative Agent's consent consent, which will not be unreasonably withheld, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time assign, pursuant to an assignment substantially in the form of Exhibit M G --------- attached hereto and incorporated herein by reference, without the Borrowereither Obligor's consent consent, to Affiliates of such Lender or to one or more banks having unimpaired capital and surplus of Two Hundred Fifty Million Dollars ($250,000,000) 250,000,000 or more or may assign with the Borrower's Obligors' consent (which shall not be unreasonably withheld) to any other financial institution entities (in either case, "Eligible Assignees") all or any part of any Loans owing to such Lender, any of the Notes held by such Lender, any part of such Lender's reimbursement and other rights and obligations in connection with any Letter the Letters of Credit issued hereunder, the portion of Revolving Credit Commitment, the Commitment held by such Lender Term Loan Commitment, or any other interest of such Lender hereunder; provided, however, that (i) unless Borrower and the Administrative Agent consent otherwise, and except in the case of an assignment to another Lender, any such partial -------- ------- assignment shall be in a minimum principal amount of Five Million Dollars ($5,000,000) and (ii) each such assignment by a Lender of its Loans, Notes, Commitment, or Letter of Credit Obligations shall be made in such manner so that the same portion of its Loans, Notes, Commitment, and Letter of Credit Obligations is assigned to the respective assignee. The Borrower Obligors and the Lenders agree that to the extent of any assignment the Assignee shall be deemed to have the same rights and benefits with respect to the Borrower Obligors under this Agreement and any of the Notes and any Letter in connection with the Letters of Credit as it would have had if it were a Lender "Lender" hereunder on the Effective Date date hereof and the assigning Lender shall be released from its Commitment Revolving Credit Commitment, the Term Loan Commitment, and other obligations hereunder, to the extent of such assignment. Upon the making of an assignment, the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.3, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Borrower authorizes each Lender to disclose to any Participant or Eligible Assignee ("Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower or any of its Subsidiaries which has been delivered to such Lender by the Borrower or the Administrative Agent pursuant to this Agreement or which has been delivered to such Lender by the Borrower in connection with such Lender's credit evaluation of the Borrower prior to entering into this Agreement. (f) Any Lender shall be entitled to have any Note held by it subdivided in connection with a permitted assignment of all or any portion of such Note and the respective Loans evidenced thereby pursuant to Section 13.3(c) above. In the case of any such subdivision, the new Note (the "New Note") issued in exchange for a Note (the "Old Note") previously issued hereunder (i) shall be substantially in the form of Exhibit F hereto, as appropriate, (ii) shall be dated the date of such assignment, (iii) shall be otherwise duly completed and (iv) shall bear a legend, to the effect that such New Note is issued in exchange for such Old Note and that the indebtedness represented by such Old Note shall not have been extinguished by reason of such exchange. Without limiting the obligations of the Borrower under Section 13.5 hereof, the Lenders shall use reasonable best efforts to ensure that any such assignment does not result in the imposition of any intangibles, documentary stamp and other taxes, if any, which may be payable in connection with the execution and delivery of any such New Note. (g) Anything in this Section 13.3 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its respective Affiliates or Subsidiaries without the prior written consent of each Lender.

Assignments; Successors and Assigns. (a) This Agreement is a continuing obligation and binds, and the benefits hereof shall inure to, the Borrower, the Agents, the LC Issuer Co-Agents, the Issuing Lender and each Lender and their respective successors and assigns; provided, that the Borrower may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of all of the Lenders, with any purported assignment being void ab initio. (b) Any Lender may, in accordance with Applicable Law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Loans owing to such Lender, any of the Notes held by such Lender, any Commitment held by such Lender hereunder or any other interests of such Lender hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9(b2.8(b), 3.9, 3.10 3.10, 3.12 and 13.13 12.13 hereof with respect to its participation; provided provided, however, that no Participant (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other financial institutions shall not be entitled a Lender hereunder for any purpose except, if the participation agreement so provides, for the purposes of Sections 2.8(b), 3.9 and 3.10 hereof (and then only to receive any greater amount pursuant to such Section than such the extent that the relevant Lender would have been entitled rights under such Sections), (iv) the Borrower, the Administrative Agent, the Co-Agents, the Issuing Lender and the other Lenders shall continue to receive deal solely and directly with such Lender in respect connection with such Lender's rights and obligations under this Agreement, (v) the participation interest shall be expressed as an undivided portion of the granting Lender's Commitment Percentage as it then exists and shall not restrict an increase in the Commitment, or in the granting Lender's share of the Commitment, so long as the amount of the participation transferred by interest is not affected thereby and (vi) the consent of the holder of such Lender participation interest shall not be required for amendments or waivers of provisions of the Loan Documents other than those which (A) extend any Maturity Date or any date upon which any payment of money is due to such Participant had no such transfer occurredthe Lenders, (B) reduce the rate of interest on the Notes, any fee or any other monetary amount payable to the Lenders, (C) reduce the amount of any installment of principal due under the Notes, or (D) release any Collateral having a value in excess of $1,000,000. (c) Each Lender may, with the Administrative Agent's Co-Agents' consent and in accordance with Applicable Law, at any time assign, pursuant to an assignment Assignment and Acceptance substantially in the form of Exhibit M F attached hereto and incorporated herein by reference, without the with Borrower's consent (unless a Default or Event of Default has occurred and remains continuing, and in any event such consent shall not be unreasonably withheld or delayed) to one or more banks having unimpaired capital and surplus of Two Hundred Fifty Million Dollars ($250,000,000) 250,000,000 or more or may assign with the Borrower's consent (which shall not be unreasonably withheld) to any other financial institution (in either case, "Eligible Assignees") all or any part of any Loans owing to such Lender, any of the Notes held by such Lender, such Lender's reimbursement and other rights and obligations in connection with any Letter of Credit issued hereunder, the portion of the Commitment held by such Lender or any other interest of such Lender hereunder; provided, however, that (i) unless Borrower and the Administrative Agent Co-Agents consent otherwise, and except in the case of an assignment to another Lender, any such partial assignment shall be in a minimum principal amount equal to the lesser of Five Million Dollars (1) the assigning Lender's total Commitment Percentage of the Commitment and (2) $5,000,000) and , (ii) each such assignment by a Lender of its Loans, NotesNote, CommitmentCommitment Percentage, or Letter of Credit Obligations shall be made in such manner so that the same portion of its Loans, NotesNote, CommitmentCommitment Percentage, and Letter of Credit Obligations is assigned to the respective assignee, and (iii) in connection with each such assignment, the assignee Lender shall certify to Borrower that, as of the date of the assignment, it is not subject to any Taxes which would require the making by Borrower of any payment under Section 2.8(b). The Borrower and the Lenders agree that to the extent of any assignment the Assignee shall be a Lender and shall be deemed to have the same rights and benefits with respect to the Borrower under this Agreement and any of the Notes and any Letter of Credit (but shall have no greater rights under Section 2.8(b) than the Lenders party to this Agreement on the date hereof) as it would have had if it were a Lender hereunder on the Effective Date date hereof and the assigning Lender shall be released from its Commitment and other obligations hereunder, to the extent of such assignment. Upon the making of an assignment, the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.312.3, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Subject to Section 12.17, Borrower authorizes each Lender to disclose to any Participant or Eligible Assignee ("Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower or any of and its Subsidiaries which has been delivered to such Lender by the Borrower and its Subsidiaries or the Administrative Agent pursuant to this Agreement or which has been delivered to such Lender by the Borrower or its Subsidiaries in connection with such Lender's credit evaluation of the Borrower and its Subsidiaries prior to entering into this Agreement. (f) Any Lender shall be entitled to have any Note held by it subdivided in connection with a permitted assignment of all or any portion of such Note and the respective Loans evidenced thereby pursuant to Section 13.3(c12.3(c) above. In the case of any such subdivision, the new Note (the "New Note") issued in exchange for a Note (the "Old Note") previously issued hereunder (i) shall be substantially in the form of Exhibit F A hereto, as appropriate, (ii) shall be dated the date of such assignment, (iii) shall be otherwise duly completed and (iv) shall bear a legend, to the effect that such New Note is issued in exchange for such Old Note and that the indebtedness represented by such Old Note shall not have been extinguished by reason of such exchange. Without limiting the obligations of the Borrower under Section 13.5 12.5 hereof, the Lenders shall use reasonable best efforts to ensure that any such assignment does not result in the imposition of any intangibles, documentary stamp and other taxes, if any, which may be payable in connection with the execution and delivery of any such New Note. (g) Anything in this Section 13.3 12.3 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its respective Affiliates or Subsidiaries without the prior written consent of each Lender. (h) Borrower shall assist the Co-Agents in any manner reasonably requested by the Co-Agents to effectuate any resale or syndication of the credit facilities contemplated by this Agreement, including but not limited to the participation of relevant management in any meetings with potential Lenders or participants.

Assignments; Successors and Assigns. (a) This Agreement is a continuing obligation and bindsthe Loan Documents shall be binding upon, and inure to the benefit of, the successors of the Lender, the permitted successors of Borrower, and the benefits hereof respective assigns, transferees and endorsees of Lender. No Person shall inure to, the Borrower, the Agents, the LC Issuer and each Lender and their respective successors and assigns; provided, that the Borrower may not transfer or assign be deemed to be a third-party beneficiary of any or all of its rights or obligations hereunder without the prior written consent of all of the Lendersprovisions of this Agreement or the Loan Documents or otherwise have any rights by reason of any provisions of this Agreement or the Loan Documents. (b) Any The Lender may, in accordance with Applicable Law, at any time sell to one or more banks or other financial institutions ("Participants") participating interests in any Loans owing to such Lender, any of the Notes held by such Lender, any Commitment held by such Lender hereunder or any other interests of such Lender hereunder. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9(b), 3.9, 3.10 2.6(b) and 13.13 hereof 11.13 with respect to its participation; provided that no Participant shall be entitled to receive any greater amount pursuant to such Section than such Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such Participant had no such transfer occurred. (c) Each The Lender may, with the Administrative Agent's consent and in accordance with Applicable Law, at any time assign, pursuant to an assignment substantially in the form of Exhibit M E attached hereto and incorporated herein by reference, without the Borrower's consent to one or more banks having unimpaired capital and surplus of Two Hundred Fifty Million Dollars ($250,000,000) or more or may assign with the Borrower's written consent (which shall not be unreasonably withheld) , conditioned or delayed), to any other financial institution Person (in either case, "Eligible Assignees") all or any part of any Loans owing to such the Lender, any of the Notes held by such Lender, such Lender's reimbursement and other rights and obligations in connection with any Letter of Credit issued hereunderNote, the portion of the Commitment held by such Lender or any other interest of such the Lender hereunder; provided, however, that (i) unless . Borrower and the Administrative Agent consent otherwise, and except in the case of an assignment to another Lender, any such partial assignment shall be in a minimum principal amount of Five Million Dollars ($5,000,000) and (ii) each such assignment by a Lender of its Loans, Notes, Commitment, or Letter of Credit Obligations shall be made in such manner so that the same portion of its Loans, Notes, Commitment, and Letter of Credit Obligations is assigned to the respective assignee. The Borrower and the Lenders agree that to the extent of any assignment the Assignee shall be deemed to have the same rights and benefits with respect to the Borrower under this Agreement and any of the Notes and any Letter of Credit Note as it would have had if it were a Lender the "Lender" hereunder on the Effective Date date hereof and the assigning Lender shall be released from its Commitment and other obligations hereunder, hereunder to the extent of such assignment. Upon the making of an assignment, the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.3, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Borrower authorizes each the Lender to disclose to any Participant or Eligible Assignee ("Transferee") and any prospective Transferee any and all financial information in such the Lender's possession concerning the Borrower or any of and its Subsidiaries which has been delivered to such the Lender by the Borrower or the Administrative Agent any of its Subsidiaries pursuant to this Agreement or which has been delivered to such the Lender by the Borrower or any of its Subsidiaries in connection with such the Lender's credit evaluation of the Borrower prior to entering into this Agreement, but only for the purpose of permitting such Participant, Assignee or Transferee to evaluate its participation in or assumption of the Loans and the Lender's Commitment. (fe) Any The Lender shall be entitled to have any the Note held by it subdivided in connection with a permitted assignment of all or any portion of such Note and the respective Loans evidenced thereby pursuant to Section 13.3(c11.3(c) above. In the case of any such subdivision, the new Note (the "New Note") issued in exchange for a Note (the "Old Note") previously issued hereunder (i) shall be substantially in the form of Exhibit F hereto, as appropriate, (ii) shall be dated the date of such assignment, (iiiii) shall be otherwise duly completed and (iviii) shall bear a legend, to the effect that such New Note is issued in exchange for such Old Note and that the indebtedness represented by such Old Note shall not have been extinguished by reason of such exchange. Without limiting the obligations Upon delivery of the Borrower under Section 13.5 hereofNew Note, the Lenders Old Note shall use reasonable best efforts be marked canceled and returned to ensure that Borrower. (f) If, pursuant to this Section 11.3, any such assignment does not result interest in this Agreement or the imposition Note is transferred to any Transferee which is organized under the laws of any intangiblesjurisdiction other than the United States or any State thereof, documentary stamp and other taxesthe Lender making such transfer shall cause such Transferee, if any, which may be payable in connection concurrently with the execution effectiveness of such transfer, (i) to represent to the Borrower and delivery the Lender that under Applicable Law and treaties no taxes will be required to be withheld by Borrower or such Lender with respect to any payments to be made to such Transferee hereunder or in respect of the Loans, (ii) to furnish to such Lender and Borrower either United States Internal Revenue Service Form 4224 or United States Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to complete exemption from United States federal withholding tax on all payments hereunder) and (iii) to agree (for the benefit of such Lender and Borrower) to provide such Lender and Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such New NoteTransferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption. (g) Anything in this Section 13.3 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Neither Borrower or nor any of its respective Affiliates Subsidiaries shall be permitted to assign its interest in this Agreement or Subsidiaries any Loan Document without the prior written consent of each the Lender. (h) In addition to the assignments and participations permitted under the foregoing provisions of this Section 11.3, the Lender may assign and pledge all or any portion of its Loans and the Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the Lender from its obligations hereunder.

Assignments; Successors and Assigns. (a) This Agreement is a continuing obligation and bindsthe Loan Documents shall be binding upon, and inure to the benefit of, the successors of the Lenders and the Agent, the permitted successors of the Obligors, and the benefits hereof shall inure torespective assigns, the Borrower, the Agents, the LC Issuer transferees and each Lender and their respective successors and assigns; provided, that the Borrower may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of all endorsees of the LendersLenders and the Agent. No Person shall be deemed to be a third-party beneficiary of any of the provisions of this Agreement or the Loan Documents or otherwise have any rights by reason of any provisions of this Agreement or the Loan Documents. (b) Any Each Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawthe applicable law, at any time sell to one or more banks or other financial institutions entities ("Participants") participating interests in any Loans owing to such Lender, any of the Notes held by such Lender, any such Lender's Commitment held by such Lender hereunder or any other interests of such Lender hereunder. The Borrower Each Obligor agrees that each Participant shall be entitled to the benefits of Sections 2.9(b), 3.9, 3.10 and Section 13.13 hereof with respect to its participation; provided that provided, that, no Participant shall be entitled to receive any greater amount pursuant to such Section than such Lender would have been entitled to receive in respect of the amount of the participation transferred by such Lender to such Participant had no such transfer occurred. (c) Each Lender may, with in the Administrative Agent's consent ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time assign, pursuant to an assignment Assignment and Acceptance Agreement substantially in the form of Exhibit M F attached hereto and incorporated herein by reference, without the Borrowereither Obligor's consent to one or more banks having unimpaired capital and surplus of Two Hundred Fifty Million Dollars ($250,000,000) 250,000,000 or more or may assign with the Borrower's consent (which shall not be unreasonably withheld) to any other financial institution entities (in either case, "Eligible Assignees") all or any part of any Loans owing to such Lender, any of the Notes held by such Lender, such Lender's reimbursement and other rights and obligations in connection with any Letter of Credit issued hereunder, the portion of the Commitment held by such Lender or any other interest of such Lender hereunder; provided, however, that (i) unless Borrower and the Administrative Agent consent otherwise, and except in the case of an assignment to another Lender, any such partial assignment shall be in a minimum principal amount of Five Million Dollars $1,000,000 or, if less, the sum of ($5,000,000a) and the principal amount outstanding under such Lender's Term Note Plus (iib) each such assignment by a Lender of its Loans, Notes, Lender's Commitment, or Letter of Credit Obligations shall be made in such manner so that the same portion of its Loans, Notes, Commitment, and Letter of Credit Obligations is assigned to the respective assignee. The Borrower Obligors, the Agent and the Lenders agree that to the extent of any assignment the Assignee shall be deemed to have the same rights and benefits with respect to the Borrower Obligors under this Agreement and any of the Notes and any Letter of Credit as it would have had if it were a Lender the "Lender" hereunder on the Effective Date date hereof and the assigning Lender shall be released from its Commitment and other obligations hereunder, to the extent of such assignment. Upon the making of an assignment, the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 13.3, any Lender may assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Borrower Each Obligor authorizes each Lender to disclose to any Participant or Eligible Assignee ("Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower or any of its Subsidiaries Obligors which has been delivered to such Lender by the Borrower or the Administrative Agent either Obligor pursuant to this Agreement or which has been delivered to such Lender by the Borrower either Obligor in connection with such Lender's credit evaluation of the Borrower Obligors prior to entering into this Agreement. (fe) Any Lender shall be entitled to have any Note held by it subdivided in connection with a permitted assignment of all or any portion of such Note and the respective Loans evidenced thereby pursuant to Section 13.3(c) above. In the case of any such subdivision, the new Note (the "New Note") issued in exchange for a Note previously issued hereunder (the "Old Note") previously issued hereunder (i) shall be substantially in the form of Exhibit F hereto, as appropriate, (ii) shall be dated the date of such assignment, (iiiii) shall be otherwise duly completed completed, and (iviii) shall bear a legend, to the effect that such New Note is issued in exchange for such Old old Note and that the indebtedness represented by such Old Note shall not have been extinguished by reason of such exchange. Without limiting the obligations . (f) If, pursuant to this Section 13.3, any interest in this Agreement or any of the Borrower Notes is transferred to any Transferee which is organized under Section 13.5 hereofthe laws of any jurisdiction other than the United States or any State thereof, the Lenders Lender making such transfer shall use reasonable best efforts cause such Transferee, concurrently with the effectiveness of such transfer, (i) to ensure represent to such Lender (for the benefit of such Lender and the Obligors) that under applicable law and treaties no taxes will be required to be withheld by such Lender or either Obligor with respect to any payments to be made to such assignment does not result Transferee hereunder or in respect of the Loans, (ii) to furnish to such Lender and the Obligors either United States Internal Revenue Service Form 4224 or United States Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to complete exemption from United States federal withholding tax on all payments hereunder), and (iii) to agree (for the benefit of such Lender and the Obligors) to provide such Lender and the Obligors a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such Transferee, and to comply from time to time with all applicable United States laws and regulations with regard to such withholding tax exemption; provided, however, that with respect to any Transferee organized under the laws of any jurisdiction other than the United States or any State thereof, such Transferee shall have an office in the imposition of any intangibles, documentary stamp and other taxes, if any, which may be payable in connection with the execution and delivery of any such New NoteUnited States. (g) Anything Neither Obligor shall be permitted to assign its interest in this Section 13.3 to the contrary notwithstanding, no Lender may assign Agreement or participate any interest in any Loan held by it hereunder to the Borrower or any of its respective Affiliates or Subsidiaries Document without the prior written consent of each the Agent and the Lenders. (h) Each the Lenders and the Agent agrees to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any non-public information supplied to it by either Obligor pursuant to this Agreement which is identified by the Obligors as being confidential at the time the same is delivered to such Person, provided that nothing herein shall limit the disclosure of any such information (i) the extent required by statute, rule, regulation or judicial process, (ii) to counsel for the Agent or any Lender, (iii) to bank examiners, auditors or accountants, (iv) in connection with any litigation to which any Lender or the Agent is a party, or (v) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) agrees to keep such nonpublic information confidential to the same extent as provided in this paragraph with respect to the Agent or such Lender.