Common use of Participation Agreements and Assignments Clause in Contracts

Participation Agreements and Assignments. (a) Each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Loans owing to it, the Note or the Notes held by it and the other Loan Documents); PROVIDED, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, the other Loan Documents and the Revolving Loan Documents, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank Group, in no event be less than $5,000,000, (iii) each such assignment to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(f) hereof.

Participation Agreements and Assignments. (aa)(i) Each Subject to Section 13.09(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loan owing to it and the Loans owing to it, the Note or the Notes held by it it) and the other Loan Documents); PROVIDED, HOWEVER, that (iA) no such assignment shall be made except to an Affiliate unless such assignment and assignee have been approved by the Agent and, so long as no Events of Default exists, the Borrowers, such approvals not to be unreasonably withheld, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Loan Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Loan Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance substantially in the form of EXHIBIT K (hereinafter referred to as the "Assignment and Acceptance") with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,00010,000,000 or, if less, the entirety of its Commitment and shall be an integral multiple of $1,000,000, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and(defined below), so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and (F) Agent receives a recordation fee from the assignor in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Loan Agreement, such Bank shall cease to be a party hereto) ), and (z3) Section 2.01(a) shall be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(f) hereof.been

Participation Agreements and Assignments. (a) Each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Loans owing to it, the Note or the Notes held by it it, its interest in the Outstanding Letters of Credit and the other Loan Documents); PROVIDEDprovided, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such HOU04:43581.4 assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank Group, in no event be less than $5,000,000, (iii) each such assignment to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreementassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(fSection 2.12(f) hereof.

Participation Agreements and Assignments. (aa)(i) Each Subject to Section 12.09(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loan owing to it and the Loans owing to it, the Note or the Notes held by it it) and the other Loan Documents); PROVIDEDprovided however , that (iA) no such assignment shall be made unless such assignment and assignee have been approved by Agent and, so long as no Event of Default exists, such approvals not to be unreasonably withheld, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Loan Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Loan Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance substantially in the form of Exhibit "J" (hereinafter referred to as the "Assignment and Acceptance") with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,0005,000,000.00 or, if less, the entirety of its Commitment and shall be an integral multiple of $1,000,000.00, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and(defined below), so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment assignment, and (F) Agent receives a recordation fee from the assignor in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement2,500.00. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Loan Agreement, such Bank shall cease to be a party hereto) ), and (z3) Exhibit "A" shall be deemed to have madebeen automatically amended to reflect the revised Commitments. As used herein, as "Eligible Assignee" shall mean (a) any Bank or any Affiliate of any Bank; (b) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $1,000,000,000.00 and having deposits rated in either of the two highest generic letter rating categories (without regard to subcategories) from either Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc.; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development ("OECD")., or a political subdivision of any such country, and having total assets in excess of $1,000,000,000.00, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) any other financial institution approved by the Agent. (ii) In the event any Bank desires to transfer all or any portion of its rights and obligations under the Loan Documents, it shall give Company and Agent prior written notice of the identity of such effective datetransferee and the terms and conditions of such transfer (a "Transfer Notice"). So long as no Event of Default has occurred and is continuing, Company may, no later than ten (10) days following receipt of such Transfer Notice, designate an alternative transferee and such Bank shall thereupon be obligated to sell the interests specified in such Transfer Notice to such alternative transferee, subject to the Agent following: (A) such transfer shall be made on the same terms and conditions outlined in such Transfer Notice; (B) such transfer shall otherwise comply with the Borrower terms and conditions of the representations Loan Documents (including Section 12.09(a)(i), and warranties set forth (C) such alternative transferee must be an Eligible Assignee approved by Agent. If Company shall fail to designate an alternative transferee within such ten (10) day period, such Bank shall, subject to compliance with the other terms and provisions hereof, be free to consummate the transfer described in SECTION 2.09(f) hereofsuch Transfer Notice.

Participation Agreements and Assignments. (aa)(i) Each Subject to Section 12.09(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loan owing to it and the Loans owing to it, the Note or the Notes held by it it) and the other Loan Documents); PROVIDEDprovided however, that (iA) no such assignment shall be made unless such assignment and assignee have been approved by Agent and, so long as no Event of Default exists, such approvals not to be unreasonably withheld, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Loan Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Loan Agreement and the other Loan Documents and the Revolving Loan Documents, (iic) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance substantially in the form of Exhibit "J" (hereinafter referred to as the "Assignment and Acceptance") with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,0005,000,000.00 or, if less, the entirety of its Commitment and shall be an integral multiple of $1,000,000.00, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and(defined below), so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment assignment, and (F) Agent receives a recordation fee from the assignor in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement2,500.00. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Loan Agreement, such Bank shall cease to be a party hereto) ), and (z3) Exhibit "A" shall be deemed to have madebeen automatically amended to reflect the revised Commitments. As used herein, as "Eligible Assignee" shall mean (a) any Bank or any Affiliate of any Bank; (b) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $1,000,000,000.00 and having deposits rated in either of the two highest generic letter rating categories (without regard to subcategories) from either Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc.; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development ("OECD")., or a political subdivision of any such country, and having total assets in excess of $1,000,000,000.00, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) any other financial institution approved by the Agent. (ii) In the event any Bank desires to transfer all or any portion of its rights and obligations under the Loan Documents, it shall give Company and Agent prior written notice of the identity of such effective datetransferee and the terms and conditions of such transfer (a "Transfer Notice"). So long as no Event of Default has occurred and is continuing, Company may, no later than ten (10) days following receipt of such Transfer Notice, designate an alternative transferee and such Bank shall thereupon be obligated to sell the interests specified in such Transfer Notice to such alternative transferee, subject to the Agent following: (A) such transfer shall be made on the same terms and conditions outlined in such Transfer Notice; (B) such transfer shall otherwise comply with the Borrower terms and conditions of the representations Loan Documents (including Section 12.09(a)(i), and warranties set forth (c) such alternative transferee must be an Eligible Assignee approved by Agent. If Company shall fail to designate an alternative transferee within such ten (10) day period, such Bank shall, subject to compliance with the other terms and provisions hereof, be free to consummate the transfer described in SECTION 2.09(f) hereofsuch Transfer Notice.

Participation Agreements and Assignments. (a) Each (1) Subject to Section 9.02(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Loans owing to it, it and the Note or the Notes held by it it) and the other Loan DocumentsDocuments by executing an Assignment and Acceptance substantially in the form of Exhibit 9.02(a) (an “Assignment and Acceptance”); PROVIDEDprovided, that (iA) no such assignment shall be made unless such assignment and assignee have been approved by the Agent, the Issuer, the Swingline Bank and, so long as no Default exists, the Borrower, such approvals not to be unreasonably withheld, provided that such approval of the Borrower shall not be required if the assignee is an Affiliate of the assignor Bank, provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received written notice thereof, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,0005,000,000 and shall be an integral multiple of $1,000,000, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, Documents and (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's ’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(f) hereof).

Participation Agreements and Assignments. (a) Each Subject to Section 9.02(b), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Loans owing to it, it and the Note or the Notes held by it it) and the other Loan DocumentsDocuments by executing an Assignment and Acceptance substantially in the form of Exhibit 9.02 (an “Assignment and Acceptance”); PROVIDEDprovided, that (iA) no such assignment shall be made unless such assignment and assignee have been approved by the Agent and, so long as no Default exists, the Borrower, such approvals not to be unreasonably withheld or delayed, provided that such approval of the Borrower and the Agent shall not be required if the assignee is a Bank, an Affiliate of a Bank or an Approved Fund, provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received written notice thereof, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,0001,000,000 and shall be an integral multiple of $1,000,000, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member Assignee, (E) with respect to an assignment by an Initial Bank prior to the Closing Date, (i) without the prior written consent of the Borrower (not to be unreasonably withheld or delayed), such Initial Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld relieved or novated from its initial Commitment under the Debt Commitment Letter until the funding of the Term Loans on the Closing Date and (ivii) unless the Borrower agrees in writing, such Initial Bank shall retain exclusive control until the making of the Term Loans on the Closing Date to grant or approve any consents, modifications, supplements or amendments hereunder or under any other Loan Document, and (F) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, Documents and (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's ’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(f) hereof).

Participation Agreements and Assignments. (a) Each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Loans owing to it, the Note or the Notes held by it it, its interest in the Outstanding Letters of Credit and the other Loan Documents); PROVIDEDprovided, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank 57 Group, in no event be less than $5,000,000, (iii) each such assignment to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent (which approval shall not be unreasonably withheld) and, so long as no Default exists, by the Borrower, Borrower (which approval shall not be unreasonably withheld withheld), and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below)Register, an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreementassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) the assignee thereunder shall be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(fSection 2.12(f) hereof.

Participation Agreements and Assignments. (a) Each (i) Subject to Section 9.02(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Loans owing to it, it and the Note or the Notes held by it it) and the other Loan Documents); PROVIDEDprovided, however, that (iA) no such assignment shall be made unless such assignment and assignee have been approved by the Agent and, so long as no Default exists, the Borrower, such approvals not to be unreasonably withheld, provided that such approvals shall not be required if the assignee is an Affiliate of the assignor Bank, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,0005,000,000 and shall be an integral multiple of $1,000,000, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreementassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, Documents and (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(f) hereof).

Participation Agreements and Assignments. (a) Each (1) Subject to Section 9.02(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Loans owing to it, it and the Note or the Notes held by it it) and the other Loan DocumentsDocuments by executing an Assignment and Acceptance substantially in the form of Exhibit 9.02(a) (an “Assignment and Acceptance”); PROVIDEDprovided, that (iA) no such assignment shall be made unless such assignment and assignee have been approved by the Agent and, so long as no Default exists, the Borrower, such approvals not to be unreasonably withheld, provided that such approvals shall not be required if the assignee is an Affiliate of the assignor Bank, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,0005,000,000 and shall be an integral multiple of $1,000,000, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreementassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, Documents and (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's ’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(f) hereof).

Participation Agreements and Assignments. (aa)(i) Each Subject to Section 12.10(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Commitment and Revolving Commitment, the Aggregate Outstanding Loans owing to it, the Note or it and the Notes held by it it) and the other Loan Documents); PROVIDEDprovided, however, that (iA) no such assignment shall be made except to an Affiliate unless such assignment and assignee have been approved by the Agent and, so long as no Events of Default exists, the Borrower, such approvals not to be unreasonably withheld, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Loan Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Loan Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance substantially in the form of Exhibit J (hereinafter referred to as the "Assignment and Acceptance") with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,00010,000,000 or, if less, the entirety of its Commitment and shall be an integral multiple of $1,000,000, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and(defined below), so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and (F) Agent receives a recordation fee from the assignor in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Loan Agreement, such Bank shall cease to be a party hereto) ), and (z3) Section 2.01(a) shall be deemed to have madebeen automatically amended to reflect the revised Commitments. As used herein, as "Eligible Assignee" shall mean (a) any Bank or any Affiliate of any Bank; (b) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $1,000,000,000 and having deposits rated in either of the two highest generic letter rating categories (without regard to subcategories) from either Standard & Poor's Corporation or Moody's Investors Service, Xxx.; (c) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development ("OECD"), or a political subdivision of any such effective datecountry, to and having total assets in excess of $1,000,000,000, provided that such bank is acting through a branch or agency located in the Agent country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) any other financial institution approved by the Borrower the representations and warranties set forth in SECTION 2.09(f) hereofAgent.

Participation Agreements and Assignments. (a) Each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Loans owing to it, the Note or the Notes held by it it, its interest in the Outstanding Letters of Credit and the other Loan Documents); PROVIDEDprovided, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Administrative Agent or unless such assignment is to a member of the Bank Group, in no event be less than $5,000,000, (iii) each such assignment to an Eligible Assignee who is not a member of the Bank Group must be approved by the Administrative Agent and the Issuing Bank (which approvals shall not be unreasonably withheld) and, so long as no Default exists, by the Borrower, Borrower (which approval shall not be unreasonably withheld withheld), and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (defined below)Register, an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreementassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) the assignee thereunder shall be deemed to have made, as of such effective date, to the Administrative Agent and the Borrower the representations and warranties set forth in SECTION 2.09(fSection 2.12(f) hereof.

Participation Agreements and Assignments. (a) Each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Loans owing to it, the Note or the Notes held by it and the other Loan Documents); PROVIDED, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, the other Loan Documents and the Acquisition Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, the other Loan Documents and the Revolving Acquisition Loan Documents, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank Group, in no event be less than $5,000,000, (iii) each such assignment to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Acquisition Credit Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(f2.12(f) hereof.

Participation Agreements and Assignments. (aa)(i) Each Subject to Section 12.09(a)(ii), each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loan owing to it and the Loans owing to it, the Note or the Notes held by it it) and the other Loan Documents); PROVIDEDprovided however, that (iA) no such assignment shall be made unless such assignment and assignee have been approved by Agent and, so long as no Event of Default exists, such approvals not to be unreasonably withheld, (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Loan Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Loan Agreement and the other Loan Documents and the Revolving Loan Documents, (iiC) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance substantially in the form of Exhibit "J" (hereinafter referred to as the "Assignment and Acceptance") with respect to such assignment) shall, unless otherwise agreed to by the Agent or unless such assignment is to a member of the Bank GroupAgent, in no event be less than $5,000,0005,000,000.00 or, if less, the entirety of its Commitment and shall be an integral multiple of $1,000,000.00, (iiiD) each such assignment shall be to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and(defined below), so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (ivE) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment assignment, and (F) Agent receives a recordation fee from the assignor in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreement2,500.00. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y2) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Loan Agreement, such Bank shall cease to be a party hereto) ), and (z3) Exhibit "A" shall be deemed to have madebeen automatically amended to reflect the revised Commitments. As used herein, as "Eligible Assignee" shall mean (a) any Bank or any Affiliate of any Bank; (b) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $1,000,000,000.00 and having deposits rated in either of the two highest generic letter rating categories (without regard to subcategories) from either Standard & Poor's Corporation or Moody's Investors Service, Inc.; (x) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development ("OECD")., or a political subdivision of any such country, and having total assets in excess of $1,000,000,000.00, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD; (d) the central bank of any country which is a member of the OECD; (d) the central bank of any country which is a member of the OECD; and (e) any other financial institution approved by the Agent. (ii) In the event any Bank desires to transfer all or any portion of its rights and obligations under the Loan Documents, it shall give Company and Agent prior written notice of the identity of such effective datetransferee and the terms and conditions of such transfer (a "Transfer Notice"). So long as no Event of Default has occurred and is continuing, Company may, no later than ten (10) days following receipt of such Transfer Notice, designate an alternative transferee and such Bank shall thereupon be obligated to sell the interests specified in such Transfer Notice to such alternative transferee, subject to the Agent following: (A) such transfer shall be made on the same terms and conditions outlined in such Transfer Notice; (B) such transfer shall otherwise comply with the Borrower terms and conditions of the representations Loan Documents (including Section 12.09(a)(i), and warranties set forth (C) such alternative transferee must be an Eligible Assignee approved by Agent. If Company shall fail to designate an alternative transferee within such ten (10) day period, such Bank shall, subject to compliance with the other terms and provisions hereof, be free to consummate the transfer described in SECTION 2.09(f) hereofsuch Transfer Notice.

Participation Agreements and Assignments. (a) Each Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Loans owing to it, the Note or the Notes held by it and the other Loan Documents); PROVIDEDprovided, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assignor under this Agreement, Agreement and the other Loan Documents, and the Revolving Loan Documents and no assignment shall be made unless it covers a pro rata share of all rights and obligations of such assignor under this Agreement, Agreement and the other Loan Documents and the Revolving Loan Documents, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall, unless otherwise agreed to by the Agent or HOU04:37909.7 unless such assignment is to a member of the Bank Group, in no event be less than $5,000,000, (iii) each such assignment to an Eligible Assignee who is not a member of the Bank Group must be approved by the Agent and, so long as no Default exists, the Borrower, which approval shall not be unreasonably withheld and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a recordation fee in the aggregate amount of $3,500 for processing such assignment and the related assignment under the Revolving Credit Agreementassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank under the Loan Documents, (y) the assigning Bank thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from further obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) and (z) be deemed to have made, as of such effective date, to the Agent and the Borrower the representations and warranties set forth in SECTION 2.09(fSection 2.12(f) hereof.