Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and

Assignments and Participations. (a) Each Lender may sell(and, transferso long as no Default shall have occurred and be continuing, negotiate if demanded by Crompton Corp. (following a demand by such Lender pursuant to Section 2.10 or 2.12 or if such Lender shall be a Defaulting Lender) assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of all of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 20,000,000 or, if the aggregate amount of the Commitment of such assigning Lender is less than 20,000,000, all of such Lender's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) shall be arranged by Crompton Corp. after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an integral multiple assignment of $1,000,000 in excess thereof a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents, (treating multiple, simultaneous assignments v) no Lender shall be obligated to make any such assignment as a result of a demand by or Crompton Corp. pursuant to two this Section 8.07(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the applicable Borrowers or share one or more Eligible Assignees in an aggregate amount at least equal to the same (or affiliated) manager or advisor as a single assignment for purposes aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this clause (a)), except, in either caseAgreement, (Avi) with no such assignments shall be permitted without the consent of the Borrower and Agent until the Administrative Agent or (B) if such assignment is being made to a shall have notified the Lender or an Affiliate or Approved Fund Parties that syndication of such Lender the Commitments hereunder has been completed, and (iiivii) if such Eligible Assignee is not, prior the parties to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to (A) the prior consent such assignment and a processing and recordation fee of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and$3,500.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Company (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share unless the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower Company and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and otherwise agree, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Company and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender's rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may sellmay, transferand (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Administrative Agent, negotiate or will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and so long as no Default shall have occurred and is continuing at the time of such assignment, the Borrower), (iii) each such assignment shall be to an integral multiple Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Assumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $1,000,000 3,500; provided, however, that the processing and recordation fee set forth in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this sub-clause (a)), except, in either case, iv) above shall not be payable (A) with the consent of the Borrower and the Administrative Agent or (B) if such respect to an assignment is being made by any Lender Party to a Lender or an Affiliate or an Approved Fund of such Lender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (iiiy) if such Eligible Assignee is not, with a stated effective date occurring prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) 90th day after the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andClosing Date hereof.

Assignments and Participations. (a) Each Lender may sellBank may, transferupon obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement and, on a percentage basis equal to the percentage of the Commitment being assigned, under any Local Currency Addendum (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, any Local Currency Commitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) if any each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s Revolving Credit Outstandings Bank's rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations so assigned, (ii) the aggregate 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) may be in the amount of such Bank's entire Commitment but otherwise shall in no event (if less than the assigning Lender’s entire interest) not be less than $1,000,000 or 15,000,000 and shall be an integral multiple of $1,000,000 500,000 unless the Borrower and the Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and in excess thereof the case of an assignment of rights and obligations under a Local Currency Addendum, each such assignment shall be to an entity that qualifies as an Eligible Local Currency Bank under the terms of such Local Currency Addendum, and (treating multipleiv) the parties to each such assignment shall execute and deliver to the Agent, simultaneous assignments for its acceptance and recording in the Register, an Assignment and Acceptance (and such other document or documents as may be required by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)any applicable Local Currency Addendum), excepttogether with a processing and recordation fee of $3,000; and PROVIDED, in either caseFURTHER, (A) with that, notwithstanding the foregoing, each Bank may, without the consent of the Borrower Company and without the payment of the processing and recordation fee, assign to one or more Affiliates of such Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Administrative Agent Note or Notes held by it). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least two Business Days after the execution thereof, (Bx) the assignee thereunder shall be a party hereto and to any Local Currency Addendum, if applicable, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment is being made to Assignment and Acceptance, have the rights and obligations of a Lender or an Affiliate or Approved Fund of Bank hereunder and under any such Lender Local Currency Addendum and (iiiy) if such Eligible Assignee is notthe Bank assignor thereunder shall, prior to the date extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and under any such Local Currency Addendum (and, in the case of such assignment, a Lender an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a Lenderassigning Bank's rights and obligations under this Agreement, such assignment Bank shall cease to be subject a party hereto and to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andany such Local Currency Addendum).

Assignments and Participations. (a) Each Lender may sellmay, transferand (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Paying Agent, negotiate or will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an integral multiple Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Assumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $1,000,000 3,500; provided, however, that the processing and recordation fee set forth in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this sub-clause (a)), except, in either case, iv) above shall not be payable (A) with the consent of the Borrower and the Administrative Agent or (B) if such respect to an assignment is being made by any Lender Party to a Lender or an Affiliate or an Approved Fund of such Lender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (iiiy) if such Eligible Assignee is not, with a stated effective date occurring prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) 90th day after the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andClosing Date hereof.

Assignments and Participations. (a) Each Lender may sellBank may, transferand so long as no Default shall have occurred and be continuing, negotiate or if demanded by ACE (following a demand by such Bank pursuant to Section 2.11) upon at least five Business Days’ notice to such Bank and the Administrative Agent, will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans its LOC Participating Interests and the Letters of CreditAdvances owing to it); provided, however, provided that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of all rights and obligations of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Bank hereunder, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was (x) a Bank or an Affiliate of a Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 unless it is an assignment of the entire amount of such assignor’s Commitment, or (y) not a Bank or an integral multiple Affiliate of any Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 in excess thereof 5,000,000 unless it is an assignment of the entire amount of such assignor’s Commitment, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) a demand by ACE pursuant to Section 2.11 shall be arranged by ACE after consultation with the consent of the Borrower and the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by ACE pursuant to Section 2.11 unless and until such Bank shall have received one or more payments from either ACE or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made to a Lender or an Affiliate or Approved Fund of by such Lender and (iii) if such Eligible Assignee is notBank, prior together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, a Lender ACE shall not be subject to additional amounts under Section 2.06 or an Affiliate or Approved Fund of a Lender, 2.08 and (vii) the parties to each such assignment shall be subject execute and deliver to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andAgent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Guarantor (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share unless the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower Guarantor and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and otherwise agree, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Guarantor pursuant to this Section 9.07(a) shall be arranged by the Guarantor after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Guarantor pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500, payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Guarantor, such recordation fee shall be payable by the Guarantor except that no such recordation fee shall be payable in the case of an assignment made at the request of the Guarantor to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender's rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may sellmay, transferwith the consent of the Administrative Agent, negotiate or and, so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (in each case, such consent not to be unreasonably withheld), assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditWorking Capital Note or Working Capital Notes held by it); provided, however, that no consent by the Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate of such Lender; provided further that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 (or an integral multiple multiples of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)thereof), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be to an Eligible Assignee, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Working Capital Note or Working Capital Notes subject to (A) such assignment and, other than in the prior consent case of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andan assignment to an Affiliate of such Lender, a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender may sellmay, transferand (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days' notice to such Lender and the Administrative Agent, negotiate or will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an integral multiple Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $1,000,000 3,500, and (v) the Arranger shall have received a copy of such Assignment and Acceptance; provided, however, that the processing and recordation fee set forth in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this sub-clause (a)), except, in either case, iv) above shall not be payable (A) with the consent of the Borrower and the Administrative Agent or (B) if such respect to an assignment is being made by any Lender Party to a Lender or an Affiliate or an Approved Fund of such Lender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (iiiy) if such Eligible Assignee is not, with a stated effective date occurring prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) 90th day after the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andEffective Date hereof.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or upon at least 30 days' notice to the Administrative Agent and the Agents assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, however, that (i) if any each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender’s Revolving Credit Outstandings Xxxxxx's rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount of the Commitment of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event (if be less than the assigning Lender’s entire interestlesser of (A) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (treating multipleB) the full amount of the assigning Xxxxxx's Commitment, simultaneous assignments (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Borrower), for its recording in the Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent, (v) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Twelve and (vii) there shall be no increased costs, expenses or Taxes incurred by the Administrative Agent or any Lender Group upon assignment or participation. Upon such execution, delivery and recording by the Administrative Agent, from and after the effective date specified in each DB1/ 139452285.4 133 154304283v7 Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to two the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or more Approved Funds the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are Affiliates or share the same (or affiliated) manager or advisor required to be performed by it as a single assignment Lender. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names, addresses and Commitment of each Lender and the Principal Xxxxxx (and stated interest) of each Loan made by each Lender from time to time (the "Lender Register"). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this clause Agreement. The Lender Register shall be available for inspection by any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. (a)d) Subject to the provisions of Section 11.01(a), exceptupon its receipt of an Assignment and Acceptance executed by an assigning Xxxxxx and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Administrative Agent shall then record the information contained therein in either casethe Lender Register. DB1/ 139452285.4 134 154304283v7 (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, that (i) such Lender's obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (Aii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (iv) the Borrower provides its prior written consent to the sale of such participation (such consent of the Borrower not to be unreasonably withheld). Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive payment) under Sections 2.10 and 2.11; provided, that no participant shall be entitled to receive payment under either such Section in excess of the amount that would have been payable under such Section by the Borrower to the Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such Section in an amount which exceeds the sum of (i) the amount to which such Lender is entitled under such Section with respect to any portion of any Loan owned by such Lender which is not subject to any participation plus (ii) the aggregate amount to which its participants are entitled under such Sections with respect to the amounts of their respective participations. With respect to any participation described in this Section, the participant's rights as set forth in the agreement between such participant and the Administrative Agent applicable Lender to agree to or to restrict such Xxxxxx's ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be limited to the right to consent to any of the matters set forth in Section 11.01. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (Band stated interest) if such assignment is being made of each participant's interest in the obligations under this Agreement (the "Participant Register"); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a Lender participant's interest in any Commitment or an Affiliate Loan or Approved Fund of such Lender and (iiiits other obligations under the Agreement) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject any person except to (A) the prior consent Administrative Agent and (B) the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the Administrative Agent United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (which consent f) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower. (g) Nothing herein shall not be unreasonably withheld prohibit any Lender from (i) pledging or delayedassigning as Collateral any of its rights under this Agreement to any Federal Reserve Bank or any other Governmental Authority in accordance with Applicable Law or (ii) andpledging or granting a

Assignments and Participations. (a) Each Lender may sellmay, transferand so long as no Event of Default shall have occurred and be continuing, negotiate or shall, following a demand made by the Borrower pursuant to Section 4.05(d) upon at least five Business Days’ written notice from the Borrower to such Lender and the Administrative Agent, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Note or Notes held by it and its Revolving Credit-Linked Deposit Amounts); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), Facilities; (ii) the aggregate amount of the Term Advances or Revolving Credit-Linked Deposit Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or and shall be an integral multiple of $1,000,000 in excess thereof (treating multipleor such lesser amount as may be approved by the Administrative Agent), simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment provided, that for purposes of this clause (a)Section 11.07(a)(ii), exceptthe Term Advances and Revolving Credit-Linked Deposit Amounts held by Affiliates and related Approved Funds may be aggregated; (iii) each such assignment shall be to an Eligible Assignee; (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 4.05(d) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 4.05(d) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender and its Revolving Credit-Linked Deposits, together with accrued interest or return thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement; (vi) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed; and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in either casethe sole discretion of the Administrative Agent), (A) with and shall deliver to the Administrative Agent any Notes subject to such assignment. Without the consent of the Borrower and the Administrative Agent or Agent, the Revolving Credit-Linked Deposits of any Lender shall not be released in connection with any assignment by such Lender, but shall instead be purchased by the relevant assignee and continue to be held for application (Bto the extent not already applied) if in accordance with Section 3.01 to satisfy such assignee’s obligations in respect of Revolving Advances and participation in Letters of Credit. Each Lender agrees that immediately prior to such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iiix) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent shall establish a new Revolving Credit-Linked Deposit Account in the name of such assignee, (which consent y) unless otherwise consented by the Administrative Agent, a corresponding portion of the amount on deposit in the Revolving-Credit Linked Deposit Account of the assignor Lender shall not be unreasonably withheld or delayedpurchased by the assignee and shall be transferred from the assignor’s Revolving Credit-Linked Deposit Account to the assignee’s Revolving Credit-Linked Deposit Account and (z) andif after giving effect to such an assignment the aggregate amount of the Revolving Credit-Linked Deposit Account of the assignor Lender shall be $0, the Administrative Agent shall close the Revolving Credit-Linked Deposit Account of such assignor Lender.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of the Loan or Loans owing to it and the Note or Notes held by it, or of all or a portion of its rights and obligations with respect to the Delayed Draw Term Loans, the Revolving Loans, the Swing Loans and the Letters of CreditLoan Commitment); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative AgentTerm Loan Facility, the Issuer and the Swing Delayed Draw Term Loan Lender (which consentFacility or Delayed Draw Term Loan Commitment, in each case, shall not be unreasonably withheld or delayed)as applicablethis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan, Delayed Draw Term Loan or Delayed Draw Term Loan Commitment being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple5,000,000, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee, (Aiv) no such assignments shall be permitted without the prior consent of the Administrative Agent and (which consent viv) the parties to each such assignment shall not be unreasonably withheld execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note or delayedNotes (if any) andand a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment.

Assignments and Participations. (a) Each Lender may sell(and, transferso long as no Default shall have occurred and be continuing, negotiate if demanded by Crompton Corp. (following a demand by such Lender pursuant to Section 2.10 or 2.13 or if such Lender shall be a Defaulting Lender) assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of all of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 20,000,000 or, if the aggregate amount of the Commitment of such assigning Lender is less than 20,000,000, all of such Lender's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) shall be arranged by Crompton Corp. after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an integral multiple assignment of $1,000,000 in excess thereof a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents, (treating multiple, simultaneous assignments v) no Lender shall be obligated to make any such assignment as a result of a demand by or Crompton Corp. pursuant to two this Section 8.07(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the applicable Borrowers or share one or more Eligible Assignees in an aggregate amount at least equal to the same (or affiliated) manager or advisor as a single assignment for purposes aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this clause (a)), except, in either caseAgreement, (Avi) with no such assignments shall be permitted without the consent of the Borrower and Agent until the Administrative Agent or (B) if such assignment is being made to a shall have notified the Lender or an Affiliate or Approved Fund Parties that syndication of such Lender the Commitments hereunder has been completed, and (iiivii) if such Eligible Assignee is not, prior the parties to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to (A) such assignment and a processing and recordation fee of $3,500; provided, further, that for the prior consent purposes of making Working Capital B-2 Advances, any Working Capital B-2 Lender may assign its rights and obligations under the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andWorking Capital B-2 Facility to any Affiliate of such Working Capital B-2 Lender.

Assignments and Participations. (a) Each Lender may sellmay, transferwith the prior written consent of the Borrower, negotiate each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditits participation in Facility LCs); provided, however, provided that (i) if any each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s Revolving Credit Outstandings rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in excess thereof the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (treating multiple, simultaneous assignments which shall be payable by or to two one or more Approved Funds which are Affiliates or share of the same parties to the Assignment and Assumption, and not by the Borrower (or affiliated) manager or advisor as except in the case of a single assignment for purposes of this clause (ademand under Section 8.07(g)), exceptand shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and, in either casethe case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) with the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) if such assignment is being made any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Lender Federal Reserve Bank or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is notother central banking authority, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, provided that no such assignment shall be subject to (A) release the prior consent transferor Lender from any of its obligations hereunder. For the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andpurposes of this Section 8.07(a), the term “Approved Fund” has the following meaning:

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise agree, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.06(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by or the Borrower pursuant to two this Section 8.06(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the Borrower or share one or more Eligible Assignees in an aggregate amount at least equal to the same aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (or affiliatedvi) manager or advisor the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment (not including the Borrower), provided, however, that in the case of each assignment made as a single result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment for purposes made at the request of this clause the Borrower to an Eligible Assignee that is an existing Lender, and (a))vii) any Lender may, except, in either case, (A) with without the consent approval of the Borrower and the Administrative Agent Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and NYDOCS02/767329 recording, from and after the effective date specified in each Assignment and Acceptance, (Bx) if the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment is being made to Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of assigning Lender's rights and obligations under this Agreement, such Lender and (iii) if such Eligible Assignee is not, prior shall cease to the date of such assignment, be a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andparty hereto).

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans owing to it and the Letters of Creditany Term Note or Term Notes held by it); provided, however, that (i) if except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any such Lender, or an Approved Fund of any Lender, or an assignment shall be of all of a Lender's rights and obligations under the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentsTerm Loan Facility, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount of the Term Loans being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or such lesser amount as may be agreed by the Agent, such agreement not to be unreasonably withheld) and shall be in an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case500,000, (Aii) with the consent such assignment (other than an assignment to an Affiliate) shall be accompanied by an assignment by such Lender and/or its Affiliates of the Percentage Interest of the Series A Preferred Stock, Series B Convertible Preferred Stock (if any) and any other Equity Interest in the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of then held by such Lender and its Affiliates, (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Term Note or Term Notes subject to such assignment and a processing and recordation fee of $3,500. As used herein, "Percentage Interest" shall mean (Ax) the prior consent aggregate principal amount of the Administrative Agent Term Loans being assigned divided by (which consent shall not be unreasonably withheld or delayedy) andthe aggregate principal amount of all Term Loans held by the assigning Lender and its Affiliates.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Credit Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s 's Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s Assignor's entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiplethereof; provided, simultaneous assignments by or further, that in the case of any assignment to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee that is not, prior to the date of such assignment, a Lender, an Affiliate of a Lender (other than any Investment Fund) or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent and the Borrowers (which consent shall not be unreasonably withheld or delayed) andand in the case of any assignment to an Affiliate (other than any Investment Fund) or Approved Fund of a Lender, such Lender shall give the Borrowers at least five days' prior notice of such assignment; provided, however, that notwithstanding any other provision of this Section 11.2, the consent of the Borrowers shall not be required for any assignment which occurs when any Event of Default shall have occurred and be continuing for more than 30 consecutive days.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its Commitments or Commitments, the Advances owing to it and the Note or Notes held by it), but excluding, in the case of the L/C Bank, its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Issue Letters of Credit)Credit hereunder; providedPROVIDED, howeverHOWEVER, that (i) if any such assignment shall be of the assigning (other than any assignment to an existing Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to in a minimum aggregate amount of $5,000,000 (of, if less, the prior consent remaining amount of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount Commitment being assigned pursuant to each by such assignment (determined as Lender) of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 Commitments or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either casethereof, (Aii) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilities, (iii) each such assignment shall be to an Eligible Assignee and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (Ax) the prior consent assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Administrative Agent Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (which consent and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall not cease to be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including all of its rights and obligations with respect other than any right to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject make Competitive Bid Advances or Competitive Bid Advances owing to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayedit), (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each such assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) with the consent of a demand by the Borrower and pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignment, a principal amount and all other amounts payable to such Lender or an Affiliate or Approved Fund of a Lender, under this Agreement and (vi) the parties to each such assignment shall be execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note subject to such assignment and a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (Ax) the prior consent assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Administrative Agent Lender assignor thereunder shall,to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (which consent and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall not cease to be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.08 or 2.11 or notice from such Lender under Section 2.09) upon at least five Business Days’ notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of the Advances owing to it, its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Creditinterest in any outstanding Note or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Advance of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of unless the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and otherwise agree, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than its rights under Sections 2.08, 2.11 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender’s rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower pursuant to Section 2.22(b) upon at least five Business Days’ notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving LoansAdvances owing to it, the its interest in any outstanding Letters of Credit and Swing Loans Line Advances and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of unless the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and otherwise agree, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the Swing Line Commitment and all outstanding Swing Line Advances may only be assigned in their entirety to a Lender then having a Commitment, and (vii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Revolving Credit Note or Swing Line Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than its rights under Sections 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender’s rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Subject to the following sentence, each Lender (an "Assignor") may sell, transfer, negotiate or assign its Rights and obligations as a Lender under the Loan Papers to one or more Eligible Assignees all or a portion of its rights pursuant to an Assignment and obligations hereunder (including all of its rights and obligations with respect to the Term LoansAcceptance, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that so long as (i) if any such each assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitments, such assignment (A) shall cover the same not a varying percentage of such Lender’s Revolving Credit Outstandings all Rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations thereunder, (ii) each Assignor shall obtain in each case the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the prior written consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is notAgent, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld withheld, (iii) each Assignor shall in each case pay a $3,000 processing fee to Administrative Agent, (iv) no such assignment is for an amount less than the lesser of the total amount of the Revolver/Term Commitment or delayed$5,000,000, and (v) andno assignment shall be made unless an assignment is also made of the Rights and obligations on a pro rata basis as a Lender under the Revolving Credit Agreement. Within five Business Days after Administrative Agent receives notice of any such assignment, the Borrower shall execute and deliver to Administrative Agent, in exchange for the Notes issued to Assignor, new Notes to the order of such Assignor and its assignee in amounts equal to their respective Specified Percentages of the Revolver/Term Commitment. Such new Notes shall be dated the effective date of the assignment. It is specifically acknowledged and agreed that on and after the effective date of each assignment, the assignee shall be a party hereto and shall have the Rights and obligations of a Lender under the Loan Papers.

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.09 or 2.11) upon at least three Business Days' notice to such Lender and the Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect the Advances owing to the Term Loans, the Revolving Loans, the Swing Loans it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Advances owing to the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of $1,000,000 in excess thereof a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (treating multiple, simultaneous assignments v) no Lender shall be obligated to make any such assignment as a result of a demand by or the Borrower pursuant to two this Section 9.07(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the Borrower or share one or more Eligible Assignees in an aggregate amount at least equal to the same (or affiliated) manager or advisor as a single assignment for purposes aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this clause (a)), except, in either caseAgreement, (Avi) with no such assignments shall be permitted without the consent of the Borrower and Agent until the Administrative Agent or (B) if such assignment is being made to a shall have notified the Lender or an Affiliate or Approved Fund that syndication of such Lender the Advances hereunder has been completed and (iiivii) if such Eligible Assignee is not, prior the parties to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to (A) such assignment and a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by the prior consent of Borrower pursuant to this Section 9.07(a), the Administrative Borrower shall pay to the Agent (which consent shall not be unreasonably withheld or delayed) andthe applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender may sellmay, transferand so long as no Default shall have occurred and be continuing, negotiate if demanded by the Borrower pursuant to Section 2.08(e) or 9.01(b) upon at least five Business Days' notice to such Lender and the Administrative Agent will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the assigning Lender’s Revolving Credit Outstandings Facility (determined as of the date the Assignment and Revolving Credit Commitments, Assumption with respect to such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject is delivered to the prior consent Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayedTrade Date), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent) under the Facility for which a Commitment is being assigned, (iii) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender's rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, (iv) each such assignment shall be to an Eligible Assignee, (v) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.08(e) or 9.01(b) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.08(e) or 9.01(b) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (viii) the Administrative Agent shall have received a processing and recordation fee of $1,000,000 3,500 (which fee, in excess thereof (treating multiplethe event such assignment is made as a result of a demand by the Borrower pursuant to Section 2.08(e) or 9.01(b), shall be payable by the Borrower and/or the relevant Eligible Assignee); provided that only on such fee shall be payable in connection with simultaneous assignments by or to two or more related Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andFunds.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (so long as no Default shall have occurred and be continuing and following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ notice to such Lender and the Agent, negotiate or will, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiplethereof, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts accrued or payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 7.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender’s rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may sellupon at least four (4) Business Days' notice to the Administrative Agent and its related Group Agent, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, however, that (i) if any each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s Revolving Credit Outstandings 's rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount of the Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if be less than the assigning Lender’s entire interestlesser of (A) be less than $1,000,000 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share B) the same (or affiliated) manager or advisor as a single assignment for purposes full amount of this clause (a)), except, in either casethe assigning Lender's Commitment, (Aiii) the parties to each such assignment shall execute and deliver to the Administrative Agent and its related Group Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the consent Administrative Agent, (iv) the parties to each such assignment shall have agreed to reimburse the Administrative Agent and the related Group Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Borrower Administrative Agent and each Group Agent) incurred by the Administrative Agent and such Group Agent in connection with such assignment, (v) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Section 10.17 hereto, (vi) there shall be no increased costs, expenses or taxes incurred by the Administrative Agent or the Group Agent (Band the parties thereto shall use all reasonable efforts to ensure that neither Onyx nor Recco incur any increased costs, expenses or taxes) if upon such assignment is being or participation and (vii) any assignment may be made to any liquidity or credit support provider of a Conduit Lender or an Affiliate or Approved Fund of such Lender at any time without any notice to any other Person, and (iii) if such Eligible Assignee is notprovided further that with respect to a Committed Lender, prior to upon the effective date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent Assignment and Acceptance each of the Administrative Agent, the related Group Agent (and, unless a Wind-Down Event shall have occurred and be continuing, Onyx and Recco shall have provided its written consent thereto, which consent shall not be unreasonably withheld withheld. Upon such execution, delivery and acceptance by the Administrative Agent and the related Group Agent and the recording by the Administrative Agent and the related Group Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Administrative Agent and the related Group Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to and accepted by it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Any Lender may sellmay, transferwith the written consent of the Agent, negotiate or assign and delegate to one or more Eligible Assignees all assignees (each an “Assignee”) all, or a portion any ratable part of its all, of the Term Loan B, the Commitments and the other rights and obligations hereunder of such Lender hereunder, in a minimum amount of $2,000,000 or a lesser amount if (including i) such assignment and delegation is of all of its the Term Loan B and other rights and obligations with respect of such Lender hereunder or (ii) such assignment is to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)another Lender; provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount being assigned pursuant parties to each such assignment (determined as shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and such parties shall deliver to the Agent, for the benefit of the date of the Assignment Agent, a processing and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple recordation fee of $1,000,000 3,500 (except the payment of such fee shall not be required in excess thereof (treating multiple, simultaneous assignments connection with an assignment by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or to an Affiliate or Approved Fund of such Lender or a Related Fund). Notwithstanding the foregoing, no Lender shall assign or delegate all, or any ratable part of all, of the Term Loan B, the Commitments and (iii) if such Eligible Assignee is not, prior to the date other rights and obligations of such assignment, Lender hereunder and under the other Loan Documents to any direct competitor of the Borrowers (provided that a Lender or financial institution which is an Affiliate or Approved Fund affiliate of a Lenderdirect competitor of Borrowers shall not constitute a direct competitor of Borrowers for this purpose). Further, notwithstanding the foregoing, no Lender shall assign or delegate all, or any ratable part of all, of the Term Loan B, the Commitments and the other rights and obligations of such assignment shall be Lender hereunder and under the other Loan Documents to any person that is subject to (A) the prior consent United States withholding tax at a rate in excess of the Administrative Agent (which consent shall not be unreasonably withheld rate that the assigning or delayed) andselling Lender was subject to at the time of the assignment or sale.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees Lenders all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, Loans owing to it and any Notes held by it) with the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Borrower (unless an Event of Default shall have occurred and be continuing, in which case the consent of the Borrower shall not be required), each Issuing Bank, the Swingline Lender and the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, which consent shall not be unreasonably withheld or delayed, and, if demanded by the Borrower (pursuant to clause (c) below), upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans owing to it and any Notes held by it); provided that (i) each such assignment shall be of a constant, and not a varying percentage of all rights and obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or in the case of an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment or Loan, as applicable, of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 10,000,000 or an integral any whole multiple of $1,000,000 in excess thereof thereof, (treating multipleiii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender of the type described in clause (y) of the second proviso below, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each such assignment made as a single assignment for purposes result of this a demand by the Borrower shall comply with clause (a)), except, in either casec) below, (Av) the parties to each such assignment (which shall not include the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (vi) the consent of the Borrower and assignee, if not already a Lender, shall deliver to the Administrative Agent or (B) an Administrative Questionnaire; provided that the Borrower shall pay such processing and recordation fee if such assignment is being made occurs as a result of a demand by the Borrower pursuant to Section 9.06(c)(i) or (ii); provided further that no consents shall be required (x) in the case of an assignment of the type described in clause (g) below, or (y) in the case of an assignment of a Commitment by a Lender or to an Affiliate or Approved Fund of such Lender if the long term deposit rating of such Affiliate is no less than the long term deposit rating of such Lender at the time of the assignment, subject to reassignment by such Affiliate to such Lender if at any time it ceases to be an Affiliate of such Lender and prior notification of any such assignment to the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (iiix) if the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Eligible Assignee is notAssignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 2.16, 2.18 and 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and.

Assignments and Participations. (a) Each Lender may sellmay, transferwith the consent of the Agent and the Company (which consent shall not be unreasonably withheld or delayed) and, negotiate if demanded by the Company (following a demand by such Lender pursuant to Section 2.11 or 2.14, a notice by such Lender under Section 2.12 or the failure of such Lender to perform its obligations hereunder) so long as no Event of Default has occurred and is continuing, upon at least five Business Days’ notice to such Lender and the Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights Term Loan owing to it and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of CreditNote or Term Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Term Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiplethereof, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Term Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of an assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender, and (Av) any Lender may, without the approval of the Company or the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 9.4 to the extent any claim thereunder relates to an event arising prior consent to such assignment) and be released from its obligations (other than its obligations under Section 8.4 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the Administrative Agent (which consent remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall not cease to be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days' notice to such Lender and the Administrative Agent will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any such Lender or an Approved Fund of any Lender or an assignment shall be of the assigning all of a Lender’s Revolving Credit Outstandings 's rights and Revolving Credit Commitmentsobligations under this Agreement, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount of the Commitments and Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), exceptor, in either each case, (A) with the consent of the Borrower and such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) under each Facility for which a Commitment or Advance is being assigned, (Bii) if each such assignment is being made shall be to a Lender or an Affiliate or Approved Fund of such Lender Eligible Assignee and (iii) if the parties to each such Eligible Assignee is notassignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (except in the case of an assignment to a Person that, immediately prior to the date of such assignment, a Lender or was an Affiliate or an Approved Fund of the assigning Lender) a Lender, such assignment shall be subject to (A) the prior consent processing and recordation fee of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and$3,500.

Assignments and Participations. (a) Each Lender Bank may selland, transferif demanded by the Company pursuant to Section 15.08, negotiate or will assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans and Reimbursement Obligations owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent each of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)assigning Bank's Tranche Commitments, (ii) except with respect to an assignment by a Bank of all of its rights and obligations under this Agreement or an assignment by one Bank to another Bank, the aggregate 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 in no event (if less than the assigning Lender’s entire interest) not be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple5,000,000, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to the prior written approval of the Issuing Banks if the assignee thereof is to be another Bank or an Affiliate thereof, and shall otherwise be subject to the prior written approval of the Company, the Agents and the Issuing Banks, (Aiv) each such assignment made as a result of a demand by the Company pursuant to Section 15.08 shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments which together cover all of the rights and obligations of the assigning Bank under this Agreement, and (v) the prior consent of parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (which consent x) the assignee thereunder shall not be unreasonably withheld a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments and Participations. (a) Each With the prior written consent of Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower, which consents shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may sell, transfer, negotiate or assign and delegate to one or more Eligible Assignees assignees (each, an “Assignee”; provided, however, that no Loan Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or a any portion of its the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (including all unless waived by Agent) of its rights and obligations with respect $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the Term Loans, extent that the Revolving Loans, the Swing Loans and the Letters of Creditaggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage written notice of such Lender’s Revolving Credit Outstandings assignment, together with payment instructions, addresses, and Revolving Credit Commitment and (B) shall be subject related information with respect to the prior consent of the Administrative AgentAssignee, the Issuer have been given to Borrowers and Agent by such Lender and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Assignee, (ii) the aggregate amount being assigned pursuant such Lender and its Assignee have delivered to each such assignment (determined as of the date of the Administrative Borrower and Agent an Assignment and Acceptance with respect to such assignment) shall in no event (if less than and Agent has notified the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple Lender of $1,000,000 its receipt thereof in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)accordance with Section 13.1(b), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is notunless waived by Agent, prior to the date of such assignment, a assigning Lender or an Affiliate or Approved Fund Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and$3,500.

Assignments and Participations. (a) Each Lender may sell------------------------------- and, transferif requested by the Borrower upon notice by the Borrower delivered to such Lender and the Administrative Agent pursuant to clause (ii) of Section 2.16, negotiate or will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditany Note or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate sum of (A) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment and (B) the amount of the commitment of the Person that is such assigning Lender being contemporaneously assigned under the 364-Day Credit Agreement (in both cases determined as of the date of the Assignment and Acceptance or similar agreement with respect to such assignmentassignments) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 25,000,000 in excess thereof (treating multiplethe aggregate, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share provided, however, that if the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent aggregate amount of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund Commitment of such assigning Lender hereunder and (iii) if such Eligible Assignee its commitment under the 364-Day Credit Agreement is not, prior to less than $25,000,000 on the date of such assignmentproposed assignments, a such assigning Lender or an Affiliate or Approved Fund of a Lendermay assign all, but not less than all of, its remaining rights and obligations under this Agreement and the 364-Day Credit Agreement, (iii) each such assignment shall be subject to an Eligible Assignee, and (Aiv) the prior consent of parties to each such assignment (other than the Borrower) shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (which consent x) the assignee thereunder shall not be unreasonably withheld a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights such Lender assignor may have under Sections 2.11, 2.14 and 8.08) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may sellmay, transferin accordance with applicable law, negotiate or assign to one or more Eligible Assignees Lenders or other entities all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving Commitment, its Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNotes held by it); provided, however, provided that (i) if any each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement in respect of its Revolving Commitment and Revolving Advances (including the Letter of Credit Liabilities held by the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (ALender pursuant to Section 2.18) shall cover the same percentage or in respect of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)its Term Advances, (ii) except in the aggregate amount case of an assignment of all of a Lender's rights and obligations under this Agreement, an assignment to another Lender, or an assignment of Term Advances to an Eligible Assignee that is an Affiliate of a Lender or an Approved Fund, the Revolving Commitment or Term Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Transfer Agreement with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or and shall be in an integral multiple of $1,000,000 1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for acceptance by the Administrative Agent and recording by the Administrative Agent in excess thereof (treating multiplethe Register, simultaneous a Transfer Agreement, together with any Notes then held by such assigning Lender and any Notes then held by such assignee and a processing and recordation fee of $3,500 payable by the assignee, provided that only one such processing and recordation fee shall be due in connection with concurrent assignments by or of Term Advances to two or more Approved Funds which are Affiliates or share Funds. Upon such execution, delivery, acceptance and recording, from and after the same effective date specified in each Transfer Agreement, (or affiliatedx) manager or advisor as the assignee thereunder shall be a single assignment for purposes party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Transfer Agreement, have the rights and obligations of a Lender hereunder, (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Transfer Agreement, relinquish its rights and be released from its obligations under this clause Agreement (a)), exceptand, in either casethe case of a Transfer Agreement covering all of an assigning Lender's rights and obligations under this Agreement, (A) with such Lender shall cease to be a party hereto except that the consent of the Borrower rights under Sections 2.06, 2.10, 2.13 and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund 10.04 of such Lender shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (iiiz) if unless the Borrower consents to such Eligible Assignee is notassignment, prior no such assignee shall be entitled to receive any greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the assigning Lender would have been entitled to receive with respect to the rights assigned to such assignee, except as a result of circumstances arising after, and that could not reasonably be expected at, the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Committed Advances owing to it and the Letters of CreditCommitted Note or Notes held by it); provided, however, that (i) if any each such assignment (other than assignment to an affiliate of such Lender) shall require the prior written consent of the Borrower, which consent shall not be unreasonably withheld, (ii) each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under this Agreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayedUncommitted Notes), (iiiii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, and (treating multipleiv) the parties to each such assignment shall execute and deliver to the Agent, simultaneous assignments by or to two or more Approved Funds for its acceptance and recording in the Register, an Assignment and Acceptance (which are Affiliates or share shall include the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent agreement of the Borrower and the Administrative Agent or (B) if such assignment is being made assignee party to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, for the benefit of the Borrower, to be bound by the terms and provisions of this Agreement to the same extent as if it were an original party hereto), together with any Committed Note subject to such assignment and a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the 42 48 rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender's rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or upon at least 30 days' notice to the Administrative Agent and the Agents assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, however, that (i) if any each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender’s Revolving Credit Outstandings Xxxxxx's rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount of the Commitment of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event (if be less than the assigning Lender’s entire interestlesser of (A) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (treating multipleB) the full amount of the assigning Xxxxxx's Commitment, simultaneous assignments (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Borrower), for its recording in the Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent, (v) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Twelve and (vii) there shall be no increased costs, expenses or Taxes incurred by the Administrative Agent or any Lender Group upon assignment or participation and provided, further that notwithstanding the foregoing, with respect to two any assignment by a Lender to another Lender in its Lender Group that is already party to this Agreement, no prior notice, execution and delivery of an Assignment and Acceptance or more Approved Funds payment of a processing and recordation fee shall apply. Upon such execution, delivery and recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining 140 149194398v7 portion of an assigning Xxxxxx's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are Affiliates or share the same (or affiliated) manager or advisor required to be performed by it as a single assignment Lender. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names, addresses and Commitment of each Lender and the Principal Xxxxxx (and stated interest) of each Loan made by each Lender from time to time (the "Lender Register"). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this clause Agreement. The Lender Register shall be available for inspection by any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. (a)d) Subject to the provisions of Section 11.01(a), exceptupon its receipt of an Assignment and Acceptance executed by an assigning Xxxxxx and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Administrative Agent shall then record the information contained therein in the Lender Register. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, that (i) such Lender's obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Xxxxxx's rights and obligations under this Agreement 141 149194398v7 and (iv) the Borrower provides its prior written consent to the sale of such participation (such consent of the Borrower not to be unreasonably withheld). Notwithstanding anything herein to the contrary, each participant shall have the rights of a Lender (including any right to receive payment) under Sections 2.10 and 2.11; provided, that no participant shall be entitled to receive payment under either such Section in excess of the amount that would have been payable under such Section by the Borrower to the Lender granting its participation had such participation not been granted, and no Lender granting a participation shall be entitled to receive payment under either such Section in an amount which exceeds the sum of (i) the amount to which such Lender is entitled under such Section with respect to any portion of any Loan owned by such Lender which is not subject to any participation plus (ii) the aggregate amount to which its participants are entitled under such Sections with respect to the amounts of their respective participations. With respect to any participation described in this Section, the participant's rights as set forth in the agreement between such participant and the applicable Lender to agree to or to restrict such Xxxxxx's ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be limited to the right to consent to any of the matters set forth in Section 11.01. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant's interest in the obligations under this Agreement (the "Participant Register"); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any Commitment or Loan or its other obligations under the Agreement) to any person except to (A) the Administrative Agent and (B) the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (f) Each Lender may, in either connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant or proposed assignee or participant any information, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower. (g) Nothing herein shall prohibit any Lender from (i) pledging or assigning as Collateral any of its rights under this Agreement to any Federal Reserve Bank or any other Governmental Authority in accordance with Applicable Law or (ii) pledging or granting a security interest in all or any portion of its rights (including payments to it under this Agreement and the other Basic Documents) under this Agreement to a collateral trustee in order to comply with Rule 3a-7 under the Investment Company Act; provided, that in each case, (A) any such pledge or Collateral assignment may be made without compliance with the consent of the Borrower Section 11.01(a) or 11.01(b) and the Administrative Agent or (B) if no such assignment is being made to pledge or grant of a security interest shall release a Lender from any of 142 149194398v7 its obligations hereunder or an Affiliate substitute any such pledgee or Approved Fund of grantee for such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, as a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andparty hereto. ARTICLE

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)Advances; provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s Assignor's entire interest) be less than (in an aggregate amount of the Advances and the Revolving Credit Outstandings (and/or Revolving Credit Commitments, as the case may be) $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a))thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender Lender, and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed) andwithheld); provided, however, that, notwithstanding any other provision of this Section 12.2, the consent of the Borrower shall not be required for any assignment which occurs when any Event of Default shall have occurred and be continuing. Any such assignment shall be ratable as between the Advances and the Revolving Credit Facility under the Revolving and Term Credit Agreement.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower pursuant to Section 2.14, negotiate or will assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of all of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), Facilities; (ii) the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof thereof, or shall be an assignment to another Lender or an assignment of all of the assigning Lender's rights and obligations hereunder and under the Notes, (treating multipleiii) each such assignment shall be to another Lender, simultaneous assignments by an Affiliate of the assigning Lender or to two or more Approved Funds which are Affiliates or share the same an Eligible Assignee, (or affiliatediv) manager or advisor each such assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) with the consent of a demand by the Borrower and pursuant to Section 2.14 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrower pursuant to Section 2.14 unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, (vi) the parties to each such assignment shall be execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000 from the assignee and (Avii) no such assignments shall be permitted without the prior consent of the Administrative Agent and the Borrower (which such consent shall not to be unreasonably withheld withheld). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate or if demanded by the Borrower pursuant to Section 9.13 upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of all of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment and treating related Approved Funds as one assignee for this purpose) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 (or such lesser amount as shall be approved by the Administrative Agent), (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 9.13 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an integral multiple assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 9.13 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount specified in clause (ii) of the proviso to Section 9.13 and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $1,000,000 3,500, provided that if such assignment results from a demand by the Borrower pursuant to Section 9.13, the Borrower shall pay such processing and recordation fee in excess thereof accordance with clause (treating multiplei) of the proviso to Section 9.13, unless such fee is waived by the Administrative Agent); provided that only one such fee shall be payable in connection with simultaneous assignments by or to two or more related Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andFunds.

Assignments and Participations. (a) Each Lender may sellmay, transferand (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Administrative Agent, negotiate or will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an integral multiple Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (other than as to assignments to then existing Lenders and/or their Affiliates) and recording in the Register, an Assignment and Assumption, together with any Note or Notes subject to such assignment and together with a processing and recordation fee in the amount of $1,000,000 3,500; provided, however, that the processing and recordation fee set forth in excess thereof subclause (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, above shall not be payable (A) with the consent of the Borrower and the Administrative Agent or (B) if such respect to an assignment is being made by any Lender Party to a Lender or an Affiliate or an Approved Fund of such Lender Party, or (B) with respect to an assignment (x) which is both by and to an existing Lender Party or (iiiy) if such Eligible Assignee is not, with a stated effective date occurring prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject 90th day after the Effective Date hereof. Steel Dynamics – Credit Agreement Back to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andContents

Assignments and Participations. (a) Each Lender may sellmay, transferwith the prior written consent of the Borrower, negotiate each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) shall to the extent required by such Section, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditits participation in Facility LCs); provided, however, provided that (i) if any each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s Revolving Credit Outstandings rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000 or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in excess thereof the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (treating multiple, simultaneous assignments which shall be payable by or to two one or more Approved Funds which are Affiliates or share of the same parties to the Assignment and Assumption, and not by the Borrower (or affiliated) manager or advisor as except in the case of a single assignment for purposes of this clause (ademand under Section 8.07(g)), exceptand shall not be payable if the assignee is a Federal Reserve Bank), and (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and, in either casethe case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) with the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) if such assignment is being made any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is notFederal Reserve Bank, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, provided that no such assignment shall be subject to (A) release the prior consent transferor Lender from any of its obligations hereunder. For the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andpurposes of this Section 8.07(a), the term “Approved Fund” has the following meaning:

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of CreditLoan); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings 's Loan and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings 's Loan and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s assignor's entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiplethereof, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) except with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent or (B) if such Agent. If any assignment under this Section is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent consents shall not be unreasonably withheld or delayed) and); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing.

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate or if demanded by the Borrower pursuant to Section 2.10(e) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of any or all of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or an integral multiple such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of $1,000,000 in excess thereof (treating multipleeffectiveness of such assignment, the Borrower) under each Facility for which a Commitment is being assigned; provided, that simultaneous assignments to or by or to two or more Approved Related Funds which are Affiliates or share the same (or affiliated) manager or advisor shall be treated as a single one assignment for purposes of this clause (a)), except, in either casethe minimum assignment requirement, (Aiii) with the consent each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower and pursuant to Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrower pursuant to Section 2.10(e) unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, (vi) no such assignment assignments shall be subject to (A) permitted without the prior consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (which consent vii) the parties to each such assignment shall not be unreasonably withheld execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or delayedNotes (if any) andsubject to such assignment.

Assignments and Participations. (a) Each Lender may sellBank may, transferand so long as no Default shall have occurred and be continuing, negotiate or if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon at least five Business Days notice to such Bank and the Administrative Agent, will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansLC Commitment Amount, the Revolving Loans, the Swing Loans its Letter of Credit Participating Interest Commitment and the Letters Letter of CreditCredit Advances owing to it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, -------- ------- and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of all rights and obligations of such Lender’s Revolving Credit Outstandings Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and Revolving Credit Commitment and (B) shall be subject to the prior consent any subsequent non-pro rata assignment of the interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent, the Issuer Agent and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank or an Affiliate of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, the aggregate amount of the LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000 unless it is an integral multiple assignment of $1,000,000 in excess thereof the entire amount of such assignor's LC Commitment Amount, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the consent of the Borrower and the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made to a Lender or an Affiliate or Approved Fund of by such Lender and (iii) if such Eligible Assignee is notBank, prior together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, a Lender no Account Party shall be subject to additional amounts under Section 2.06 or an Affiliate or Approved Fund of a Lender2.08, (vii) no such assignment shall be subject to (A) permitted without the prior consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consent consents shall not be unreasonably withheld or delayedwithheld) andand (viii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $2,500.00.

Assignments and Participations. (a) Each Lender may sellmay, transferwith the consent of the Administrative Agent, negotiate and, so long as no Event of Default has occurred and is continuing, with the consent of the Appropriate Borrower (in each case, such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect obligation to the Term Loansmake or purchase U.S. Letter of Credit Advances, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditLender Note or Lender Notes held by it); provided, however, that no consent by either Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate or a Related Fund of such Lender, and provided further that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Related Fund of any Lender or an assignment which will result in a group of Lenders which are managed by the same Person holding an obligation to make or purchase U.S. Letter of Credit Advances or an Advance (as the case may be) of not less than $1,000,000 or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the obligation to make or purchase U.S. Letter of Credit Advances or the Advances (as the case may be) of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or an integral multiple multiples of $1,000,000 200,000 in excess thereof thereof), (treating multipleiii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Lender Note or Lender Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $3,500, provided that only one such fee shall be payable in connection with simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andRelated Funds.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights This Agreement and obligations hereunder (including all of its rights the other Loan Documents shall be binding upon and obligations with respect inure to the Term Loansbenefit of the Parent, the Revolving LoansBorrowers, the Lenders, the Swing Loans Line Lender, the Issuing Bank, the Administrative Agent, and their respective successors and assigns, except that neither the Letters Parent nor the Borrowers may assign, delegate or transfer any of Credit); provided, however, that (i) if any such assignment shall be of their rights or obligations under the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to Loan Documents without the prior written consent of the Administrative Agent, the Issuer Issuing Bank, the Swing Line Lender and each Lender. - 120 - 127 (b) Except as provided in Section 11.1(b), each Lender shall have the right at any time, upon written notice to the Administrative Agent of its intent to do so, to sell, assign, transfer or negotiate all or any part of such Lender's rights and obligations under the Loan Documents to one or more of its affiliates, to one or more of the other Lenders (or to affiliates of such other Lenders) or, with the prior written consent of the Parent, the Swing Line Lender and the Swing Loan Lender Issuing Bank (which consent, in each case, consents shall not be unreasonably withheld or delayedwithheld), to sell, assign, transfer or negotiate all or any part of such Lender's rights and obligations under the Loan Documents to any other bank, insurance company, pension fund, mutual fund or other financial institution, provided that (i) each such sale, assignment, transfer or negotiation (other than sales, assignments, transfers or negotiations (x) to affiliates of such Lender or (y) of a Lender's entire interest) shall be in a minimum amount of $5,000,000, and (ii) there shall be paid to the aggregate amount being assigned pursuant Administrative Agent by the assigning or assignee Lender a fee (the "Assignment Fee") of $3,000. For each assignment, the parties to each such assignment (determined as of shall execute and deliver to the date of the Administrative Agent for its acceptance and recording an Assignment and Acceptance with respect Agreement. Upon such execution, delivery, acceptance and recording by the Administrative Agent, from and after the effective date specified in such Assignment and Acceptance Agreement, the assignee thereunder shall be a party hereto and, to the extent provided in such assignment) Assignment and Acceptance Agreement, the assignor Lender thereunder shall be released from its obligations under the Loan Documents. Upon any such sale, assignment or other transfer, the Commitments and the Commitment Percentages set forth in no event (if less than Exhibit A-1, and the assigning Lender’s entire interest) Individual Currency Commitments set forth in Exhibit A-2, shall be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments adjusted accordingly by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to and a Lender or an Affiliate or Approved Fund of such Lender new Exhibit A-1 and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment new Exhibit A-2 shall be subject to (A) the prior consent of distributed by the Administrative Agent to the Parent (which consent shall not be unreasonably withheld or delayedon behalf of all Borrowers) andand each Lender.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including all of its rights including, without limitation, the Loans owing to it, and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of CreditNote or Term Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facility, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof unless, in each case, the Borrower and the Agent agree, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by or the Borrower pursuant to two this Section 9.07(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the Borrower or share one or more Eligible Assignees in an aggregate amount at least equal to the same aggregate outstanding principal amount of the Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (or affiliatedvi) manager or advisor the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Term Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a single result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment for purposes made at the request of this clause the Borrower to an Eligible Assignee that is an existing Lender, and (a))vii) any Lender may, except, in either case, (A) with without the consent approval of the Borrower and the Administrative Agent Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (Bx) if the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment is being made to Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of assigning Lender’s rights and obligations under this Agreement, such Lender and (iii) if such Eligible Assignee is not, prior shall cease to the date of such assignment, be a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andparty hereto).

Assignments and Participations. (a) Each Lender (x) may sell, transfer, negotiate or assign to one or more Eligible Assignees of its Affiliates or Subsidiaries and (y) may with the prior consent of the Administrative Agent and the Borrower (such consents not to be unreasonably withheld or delayed) assign to one or more banks or other entities, all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNotes held by it); provided, however, that such assignment or any activity intended to give rise to an assignment shall not be initiated prior to the receipt by the Lenders of notice from the Arrangers that the syndication of this Agreement has been completed; provided further, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of all such Lender’s Revolving Credit Outstandings 's rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender Working Capital Facility (which consent, in each case, shall not be unreasonably withheld other than any right to make Competitive Bid Advances or delayedCompetitive Bid Advances owing to it), (ii) except in the aggregate case of an assignment to a Person that immediately prior to such assignment was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement the amount of the Commitments of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple10,000,000, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be to a Lender, an Eligible Assignee or to an Affiliate or Subsidiary of the assignor, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment, and a processing and recordation fee of $3,000 for each assignment completed after the notice referred to in the first proviso of this Section 9.07 has been received. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (Ax) the prior consent assignee thereunder shall be a 106 102 party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Administrative Agent Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (which consent and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall not cease to be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender Bank may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNotes held by it); provided, however, that that, except as provided in Section 8.08(g), (i) except with respect to any assignment to an Affiliate, each Bank may enter into any such assignment only if each of such Bank's Affiliates which is a Bank hereunder simultaneously assigns to an Affiliate of the proposed assignee a percentage of its Maximum Commitment equal to the percentage of the Maximum Commitment of such Bank being assigned (for example, if a U.S. Bank assigns 40% and any Affiliate of it is a Canadian Bank, each such Canadian Bank shall also assign 40%), (ii) and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of this Agreement, (iii) except in the case of an assignment of all of a Bank's rights and obligations under this Agreement or an assignment to another Bank, the amount of the Commitment of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) plus the amount of any Commitment of an Affiliate of an assigning Bank being assigned pursuant to clause (i) of this Section 8.08(a) shall in no event (if be less than the assigning Lender’s entire interest) be less than lesser of 3 1/2% of the aggregate amount of the Commitments or U.S. $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case5,000,000, (Aiv) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee or an Affiliate of a Bank that is not an Investment Fund, (Av) the prior consent each such assignment to an Eligible Assignee (other than an Affiliate of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda Bank that is

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign its Rights and obligations as a Lender under the Loan Papers to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term LoansAssignees, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that so long as (i) if any such each assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all Rights and Revolving Credit Commitment and obligations thereunder, (Bii) the Company shall be subject to the prior consent approve of the Administrative Agent, the Issuer and the Swing Loan Lender assignee (which consent, in each case, approval shall not be unreasonably withheld with respect to an Eligible Assignee which is organized under the laws of the United States or delayedany state thereof), (iiiii) the aggregate Eligible Assignee or the Lender entering into such assignment, as the case may be, shall deliver to the Administrative Lender a processing fee of $3,000, and (iv) the amount of the Commitment, Advances and Reimbursement Obligations being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance assignment with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 5,000,000 and which is an integral multiple of $1,000,000 in excess thereof (treating multiple1,000,000. Within five Business Days after notice of any such assignment, simultaneous assignments by or the Company shall execute and deliver to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), exceptAdministrative Lender, in either caseexchange for the Note issued to such Lender, (A) with new Notes to the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund order of such Lender and (iii) if such Eligible Assignee is not, prior its assignee in amounts equal to their respective Specified Percentages of the Commitment. Such new Notes shall be dated the effective date of such the assignment. It is specifically acknowledged and agreed that on and after the effective date of each assignment, the assignee shall be a party hereto and shall have the Rights and obligations of a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) under the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andLoan Papers.

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate if demanded by CBI (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multipleor such lesser amount as shall be approved by the Administrative Agent and, simultaneous so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrowers) under each Facility for which a Commitment is being assigned; provided that in the event of concurrent assignments by or to two or more Approved Funds which are Affiliates or share the same Related Funds, all such 142 concurrent assignments shall be aggregated in determining compliance with this requirement, (or affiliatediii) manager or advisor each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a single assignment for purposes result of a demand by the Borrowers pursuant to this clause (a)), except, in either case, (ASection 9.08(a) shall be arranged by the Borrowers after consultation with the consent of the Borrower and the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrowers pursuant to this Section 9.08(a) unless and until such Lender and (iii) if shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, and (vi) the parties to each such assignment shall be execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to (A) the prior consent such assignment and a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by any Borrower pursuant to this Section 9.08(a), such Borrower shall pay to the Administrative Agent the applicable processing and recordation fee; provided further, that no such fee shall be payable in the case of any assignment to a Related Fund; and provided still further that, in the case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which consent funds are not then Lenders hereunder), only a single such fee shall not be unreasonably withheld or delayed) andpayable for such contemporaneous assignments.

Assignments and Participations. (a) Each Lender may may, upon notice to each Agent, sell, transfer, negotiate or assign to one or more Eligible Assignees other Lenders or other Persons (other than the Borrower or any of its Subsidiaries or Affiliates) all or a portion of its rights Commitment, the Loans owing to it and obligations hereunder (including all the Notes held by it and a commensurate portion of its rights and obligations with respect to thereto hereunder and under the Term Loansother Loan Documents; PROVIDED, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, howeverHOWEVER, that (i) if any each such sale, transfer, negotiation or assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s Revolving Credit Outstandings 's rights and Revolving Credit Commitmentsobligations under and in respect of its Commitment, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount of the Commitment and Loans being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if be less than the assigning lesser of (x) such Lender’s entire interest's Total Commitment or (y) be less than $1,000,000 5,000,000 (except as between Lenders, in which case no minimum shall apply) or an integral multiple of $1,000,000 in excess thereof (treating multiplethereof. The parties to each assignment shall execute and deliver to the Administrative Agent, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share for its acceptance and recording, an Assignment and Acceptance, together with the same Notes (or affiliatedan affidavit of loss and indemnity with respect to such Notes satisfactory to the Administrative Agent and the Borrower) manager or advisor as subject to such assignment and a single assignment for purposes processing and recordation fee of this clause (a))$3,000. Upon such execution, exceptdelivery, acceptance and recording, from and after the effective date specified in either casesuch Assignment and Acceptance, (A) with the consent assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of the Borrower a Lender and the Administrative Agent or (B) if the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such assignment is being made Assignment and Acceptance, relinquish its rights (except to a Lender the extent such rights otherwise survive payment in full of principal and interest hereunder) and be released from its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of assigning Lender's rights and obligations under the Loan Documents, such Lender and (iii) if such Eligible Assignee is not, prior shall cease to the date of such assignment, be a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the party hereto). The Administrative Agent (which consent shall not be unreasonably withheld or delayed) andgive the Borrower prompt notice of any assignment hereunder.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or upon at least 30 days' notice to the Administrative Agent and the Agents assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, however, that (i) if any each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender’s Revolving Credit Outstandings Xxxxxx's rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount of the Commitment of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event (if be less than the assigning Lender’s entire interestlesser of (A) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (treating multipleB) the full amount of the assigning Xxxxxx's Commitment, simultaneous assignments (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Borrower), for its recording in the Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent, (v) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article Twelve and (vii) there shall be no increased costs, expenses or Taxes incurred by the Administrative Agent or any Lender Group upon assignment or participation and provided, further that notwithstanding the foregoing, with respect to two any assignment by a Lender to another Lender in its Lender Group that is already party to this Agreement, no prior notice, execution and delivery of an Assignment and Acceptance or more Approved Funds payment of a processing and recordation fee shall apply. Upon such execution, delivery and recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). 138 (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iii) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are Affiliates or share the same (or affiliated) manager or advisor required to be performed by it as a single assignment Lender. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names, addresses and Commitment of each Lender and the Principal Xxxxxx (and stated interest) of each Loan made by each Lender from time to time (the "Lender Register"). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this clause Agreement. The Lender Register shall be available for inspection by any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. (a)d) Subject to the provisions of Section 11.01(a), exceptupon its receipt of an Assignment and Acceptance executed by an assigning Xxxxxx and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Administrative Agent shall then record the information contained therein in either casethe Lender Register. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, that (i) such Lender's obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (Aii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (iv) the Borrower provides its prior written consent to the sale of such participation (such consent of the Borrower and not to be unreasonably withheld). Notwithstanding anything herein to the Administrative Agent or (B) if such assignment is being made to contrary, each participant shall have the rights of a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior including any right to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andreceive 139

Assignments and Participations. (a) Each After first obtaining the approval of Agent and Borrower (other than upon the occurrence and during the continuance of any Event of Default), which approval will not be unreasonably withheld, each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or financial institutions, all or a portion of its rights and obligations hereunder under this Agreement (including without limitation all or a portion of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans Commitment and the Letters of Credit)Loans owing to it) and other Loan Documents; provided, however, that (i) if any each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s Revolving Credit Outstandings 's rights and Revolving Credit Commitmentsobligations under this Agreement and other Loan Documents, such and the assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit 's Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Loans, (ii) the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than Ten Million Dollars ($1,000,000 or 10,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)1,000,000), except(iii) after giving effect to such assignment, the aggregate amount of the Commitment retained by the assigning Lender shall in either caseno event be less than Five Million Dollars ($5,000,000), (iv) at all times prior to its resignation or replacement or an Event of Default, Agent's Commitment shall be equal to or exceed the Commitment of each other Lender, (v) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption, and (vi) Agent shall receive from the assignor a processing fee of Three Thousand Dollars ($3,000). Without restricting the right of Borrower or Agent to reasonably object to any bank or financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank or financial institution which (A) with has (or, in the consent case of the Borrower a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Xxxxx'x Investors Services, Inc. or a comparable rating by a rating agency acceptable to Agent and the Administrative Agent or (B) if has total assets in excess of Ten Billion Dollars ($10,000,000,000). Unless Agent or Borrower gives written notice to the assigning Lender that it objects to the proposed assignment (together with a written explanation of the reasons 105 behind such assignment is being made objection) within ten (10) Business Days following receipt of the assigning Lender's written request for approval of the proposed assignment, Agent or Borrower, as the case may be, shall be deemed to have approved such assignment. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (X) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender or an Affiliate or Approved Fund of such Lender hereunder, and (iiiY) if such Eligible Assignee is notthe assigning Lender thereunder shall, prior to the date of extent that rights and obligations hereunder have been assigned by it pursuant to such assignmentAssignment and Assumption, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall relinquish its rights and be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andreleased from its obligations under this Agreement.

Assignments and Participations. (a) Each Lender (other than a Designated Bidder) may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans A Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of to an Eligible Assignee, and the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, parties to each such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings execute and Revolving Credit Commitment and (B) shall be subject deliver to the prior consent of the Administrative Agent, for its acceptance and recording in the Issuer Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except in the Swing Loan case of an assignment to a Lender Affiliate, a 52 processing and recordation fee of $3,000, and shall send to the Borrower an executed counterpart of such Assignment and Acceptance, and provided further, however, that (which consent, in each case, shall not be unreasonably withheld or delayed), (iii) the aggregate sum of (x) the amount of the Commitment of the assigning Lender being assigned to the assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect Assignment) plus (y) the amount of the "Commitment" of the assigning Lender under the Short-Term Revolving Credit Agreement and/or the Canadian Credit Agreement contemporaneously assigned by such assigning Lender to such assignmentassignee as contemplated by clause (iii) shall in no event (of this sentence must be equal to or greater than $25,000,000, or if less than less, the entire amount of such assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof 's "Commitment" (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of unless the Borrower and the Administrative Agent or shall otherwise consent, which consent may be withheld for any reason) and must be an integral multiple of $1,000,000, (Bii) if such any assignment is being made to a Lender or an Affiliate or Approved Fund will not relieve the assigning Lender of its obligation to make Advances hereunder timely in accordance with the terms hereof in the event such Lender Affiliate shall fail to do so and (iii) except in the case of an assignment to a Lender Affiliate or as required by the Borrower pursuant Section 2.21(d) or 2.22, each such assignment shall be of a constant, and not a varying, percentage of all such Lender's rights and obligations under this Agreement (other than any right to make B Advances, any B Advances or any Notes) and the same constant percentage of all such Lender's rights and obligations, if any, under the Short-Term Revolving Credit Agreement and the Canadian Credit Agreement unless the Short-Term Revolving Credit Agreement or the Canadian Agreement, as the case may be, has been terminated, shall be contemporaneously assigned by such Eligible Assignee is notassigning Lender to the same assignee pursuant to Section 8.07(a) of the Short-Term Revolving Credit Agreement and Section 9.07(a) of the Canadian Credit Agreement. Upon the execution, delivery, acceptance and recording of each Assignment and Acceptance by the parties thereto, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) except as otherwise provided in clause (ii) above, the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, except in the circumstances contemplated by clause (ii) above, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto, provided, however, that such assigning Lender shall retain any claim with respect to any fee, interest, cost, expense or indemnity which accrues, or relates to an event that occurs, prior to the date of such assignmentassignment pursuant to Section 2.03, a Lender 2.06, 2.07, 2.11, 2.12, 2.15 or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and8.04).

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate or if demanded by the Borrower pursuant to Section 2.10(e) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights Term C Commitment, the Advances owing to it and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of CreditC Note or Term C Notes held by it); provided, however, 108 that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term C Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or an integral multiple such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of $1,000,000 in excess thereof (treating multipleeffectiveness of such assignment, the Borrower); provided, that simultaneous assignments to or by or to two or more Approved Related Funds which are Affiliates or share the same (or affiliated) manager or advisor shall be treated as a single one assignment for purposes of this clause (a)), except, in either casethe minimum assignment requirement, (Aiii) with the consent each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower and pursuant to Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrower pursuant to Section 2.10(e) unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, (vi) no such assignment assignments shall be subject to (A) permitted without the prior consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Term C Commitments hereunder has been completed and (which consent vii) the parties to each such assignment shall not be unreasonably withheld execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Term C Note or delayedTerm C Notes (if any) andsubject to such assignment.

Assignments and Participations. (a) Each Lender may sell(and, transfer, negotiate if demanded by the Borrower in accordance with Section 2.10(e) or 9.01(b) will) assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of one or more of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 under each Facility or an integral multiple of $1,000,000 in excess thereof (treating multipleor such lesser amount as shall be approved by the Administrative Agent and, simultaneous assignments by or so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to two or more Approved Funds which are Affiliates or share the same an Eligible Assignee, (or affiliatediv) manager or advisor each such assignment made as a single result of a demand by the Borrower pursuant to Section 2.10(e) or 9.01(b) shall be an assignment for purposes of all rights and obligations of the assigning Lender under this clause (a)), except, in either caseAgreement, (Av) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender and so long as no Default shall have occurred and be continuing, each assignment shall be made with the consent of the Borrower and Borrower, which consent shall not be unreasonably withheld or delayed, (vi) except in the Administrative Agent or (B) if such case of an assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is notPerson that, immediately prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of was a Lender, such an Affiliate of any Lender or a Fund Affiliate of any Lender, which assignment shall not require the consent of the Administrative Agent, no such assignments shall be subject to (A) permitted at any time without the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld withheld), and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or delayedNotes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) andor 9.01(b), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender Party may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any with respect to the Term Loan A Facility and the Revolving Credit Facility, each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of all rights and obligations under and in respect of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject Facilities on a pro rata basis with respect to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)such Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender Party's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender Party being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple5,000,000, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if no such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment assignments shall be subject to (A) permitted without the prior consent of the Administrative Agent (which consent shall may not be unreasonably withheld withheld), (iv) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to make payments to or delayedon behalf of the assignee Lender Party pursuant to Section 2.10(a) andor (b) or Section 2.12 and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b) or Section 2.12, and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitments, the Revolving Loans, the Swing Loans owing to it and the Letters of CreditNote or Notes held by it); provided, however, that that: (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and obligations under this Agreement (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the other than any Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayedLoans), (ii) the aggregate amount of the Commitments and/or Loans of the assigning Lender being assigned pursuant to each such assignment other than an assignment to another Lender (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof (treating multiplethereof, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee, and (Aunless such assignment shall be to a Lender, an Affiliate of such Lender, a Subsidiary of the assigning Lender, or to the bank holding company or a Subsidiary of the bank holding company of which the assigning Lender is a Subsidiary) the prior consent of U.S. Borrower, the Administrative Agent Agent, the Issuing Banks and the Swing Loan Lender shall have consented to such assignment (which consent consents shall not be unreasonably withheld or delayed); provided, that no consent of the U.S. Borrower shall be required if an Event of Default under Section 7.01(a) or (e) has occurred and is continuing, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 paid by either the assigning Lender or the assignee; provided that the Administrative Agent may, in its sole discretion, elect to waive such recordation fee in the case of any such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall relinquish its rights and be released from its obligations under this Agreement, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance. Notwithstanding anything to the contrary contained herein except for the conditions set for in clause (iv) of this Section 9.07(a), any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the U.S. Borrower, the option to provide to a Borrower all or any part of a Loan that such Granting Lender would otherwise be obligated to make to such Borrower pursuant to this Agreement; provided that (i) nothing herein

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if for any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning LenderAssignor’s entire interest) be less than $1,000,000 €5,000,000 or an integral multiple of $1,000,000 €500,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), and except, in either case, (A) with the consent of the Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld); or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed) and); provided, further, that, notwithstanding any other provision of this Section 12.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing.

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate or if demanded by the Administrative Borrower pursuant to Section 2.07(d) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to Commitment or Commitments, the Term Loans, the Revolving Loans, the Swing Loans owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any such Lender or an Approved Fund of any Lender or an assignment shall be of the assigning all of a Lender’s Revolving Credit Outstandings rights and Revolving Credit Commitmentsobligations under this Agreement, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor such lesser amount as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and shall be approved by the Administrative Agent or and, except during the initial syndication of the Commitments and the Term Loans, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Administrative Borrower), (Bii) if each such assignment is being made shall be to a Lender or an Affiliate or Approved Fund of such Lender and Eligible Assignee, (iii) if each such assignment made as a result of a demand by the Administrative Borrower pursuant to Section 2.07(d) shall be arranged by the Borrowers after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Administrative Borrower pursuant to Section 2.07(d) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignee is notAssignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, and (v) the parties to each such assignment shall be execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and shall deliver any Note or Notes (if any) subject to such assignment (A) provided such delivery may occur after an assignment is effective), and shall pay a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by the prior consent of Administrative Borrower pursuant to Section 2.07(d), the Borrowers shall pay to the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andthe applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender Party may selland, transferif requested by the Borrower (following (i) a demand by such Lender Party for the payment of additional compensation pursuant to Section 2.12 or 2.13, negotiate (ii) an assertion by such Lender Party pursuant to Section 2.10 that it is unlawful for such Lender Party to make Eurodollar Rate Advances or (iii) a failure by such Lender Party to approve any amendment or waiver pursuant to Section 8.01, provided that such amendment or waiver would otherwise have been effective but for such Lender Party’s failure, together with the failure of any other Lender Party to which the Borrower has made a similar request under this clause (a), to approve such amendment or waiver, provided further that, with respect to clause (iii), such failure to approve shall have continued for a period of not less than five Business Days following written notice by the Borrower to such Lender Party of such request by the Borrower), shall assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving LoansAdvances owing to it, the Swing Loans L/C Credit Extensions and the Letters of CreditNote or Notes held by it), including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of all rights and obligations of such Lender under and in respect of and shall be made on a pro rata basis with respect to each of the Advances held by such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender Party, an Affiliate of any Lender Party or an Approved Fund or an assignment of all of a Monongahela Power Company Credit Agreement Lender Party’s rights and obligations under this Agreement, the aggregate amount of any Commitment or Advance being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 (or an integral multiple such lesser amount as shall be approved by the Administrative Agent) and shall be in increments of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved thereof; provided that Related Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment shall be combined for purposes of this clause determining compliance with such minimum assignment amounts, (a)iii) with respect to any Commitment, Advance, L/C Credit Extension or L/C Borrowing, no such assignments (other than pledges or assignment by way of security to a Federal Reserve Bank) shall be permitted without the consent of each Issuing Bank (in each case, acting in its sole discretion), exceptthe Administrative Agent (such consent not to be unreasonably withheld or delayed) and, in either caseso long as no Specified Default has occurred and is continuing, (A) with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), except, with respect to the Borrower’s consent only, assignments to any other Lender Party, an Affiliate of any Lender, any Approved Fund, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (B) such fee to be paid by the Borrower if such assignment is being made pursuant to a Lender request of the Borrower therefor under this Section 8.07(a)); provided that only one such fee shall be payable in the case of contemporaneous assignments to or an Affiliate by two or more Approved Fund of such Lender Funds and (iiiv) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment thereof shall be subject made on a pro rata basis with respect to each of (A) such Lender’s Advances and L/C Credit Extensions and (B) such Lender’s Commitment; provided further that (I) each such assignment made as a result of a request by the prior consent Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower with the approval of the Administrative Agent (Agent, which consent approval shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement and (II) andno Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Borrower and/or one or more Eligible Assignees in an aggregate amount equal to all other amounts payable to such Lender under this Agreement and the other Financing Documents (including, without limitation, any amounts owing under Sections 2.12, 2.13 or 8.04).

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any such Lender or an Approved Fund of any Lender or an assignment shall be of the assigning all of a Lender’s Revolving Credit Outstandings rights and Revolving Credit Commitmentsobligations under this Agreement, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower) for the Facility, provided that simultaneous assignments by two or more Related Funds shall be treated as one assignment for purposes of the minimum assignment requirement, (ii) each such assignment shall be to an Eligible Assignee, and to the extent such assignment is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an Affiliate of a Lender or an integral multiple Approved Fund, the Administrative Agent shall have consented to such assignment (in each case such consent not to be unreasonably withheld or delayed), (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 or Section 9.01 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.17 or Section 9.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with (A) any Note or Notes (if any) subject to such assignment (B) an administrative questionnaire and tax forms, if applicable and (C) a processing and recordation fee of $1,000,000 3,500 (which fee may be waived or reduced in excess thereof (treating multiplethe sole discretion of the Administrative Agent); provided, however, that only one such fee shall be payable with respect to simultaneous assignments by or to two one or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor Related Funds; provided further that for each such assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) with the consent of a demand by the Borrower and pursuant to Section 2.17 or 9.01, the Borrower shall pay to the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender the applicable processing and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andrecordation fee.

Assignments and Participations. (a) Each Lender may sell(and, transfer, negotiate if demanded by the Borrower in accordance with Section 2.10(e) or 9.01(b) will) assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of one or more of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 under each Facility or an integral multiple of $1,000,000 in excess thereof (treating multipleor such lesser amount as shall be approved by the Administrative Agent and, simultaneous assignments by or so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to two or more Approved Funds which are Affiliates or share the same an Eligible Assignee, (or affiliatediv) manager or advisor each such assignment made as a single result of a demand by the Borrower pursuant to Section 2.10(e) or 9.01(b) shall be an assignment for purposes of all rights and obligations of the assigning Lender under this clause (a)), except, in either caseAgreement, (Av) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender and so long as no Default shall have occurred and be continuing, each assignment shall be made with the consent of the Borrower and Borrower, which consent shall not be unreasonably withheld or delayed, (vi) no such assignments shall be permitted (A) until the Administrative Agent or shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to at any other time without the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld withheld), and (vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or delayedNotes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(e) andor 9.01(b), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning LenderAssignor’s entire interest) be less than $1,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a))thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent and the Borrower (which consent consents shall not be unreasonably withheld or delayed) and); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing; and provided, further, that no such sale, transfer, negotiation or assignment shall be permitted if, after giving effect to such sale, transfer, negotiation or assignment, Affiliates of the Borrower that are Lenders would hold, collectively, greater than or equal to 50% of the outstanding Loans or Commitments, as the case may be, under the Facility.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld any or delayed)all Facilities, (ii) except in the case of an assignment of all of a Lender’s rights and obligations under this Agreement or an assignment of Term Advances to an Affiliate or an Approved Fund of the assigning Lender, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatedsuch lesser amount as shall be approved by the Administrative Agent) manager or advisor as other than among affiliate funds under each Facility for which a single assignment for purposes of this clause (a)), except, in either caseCommitment is being assigned, (Aiii) with each such assignment shall be to an Eligible Assignee, (iv) the consent of the Borrower parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), (Biv) if each such assignment is being made as a result of a demand by the Borrower pursuant to a Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an Affiliate or Approved Fund assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement (including, in the case of an Issuing Bank, such Issuing Bank’s Letter of Credit Commitment), (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.10(e) unless and (iii) if until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignee is notAssignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement and (vi) in the case of assignments in respect of the Term Facilities, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andgive notice to the Borrower of the identity of the assignee thereunder.

Assignments and Participations. (a) Each Lender may sellmay, transferand if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender and the Agent will, negotiate or assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditany Note or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by or the Borrower pursuant to two this Section 8.07(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the Borrower or share one or more Eligible Assignees in an aggregate amount at least equal to the same aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement and (or affiliatedvi) manager or advisor the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a single result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment for purposes made at the request of this clause the Borrower to an Eligible Assignee that is an existing Lender, and (a))vii) any Lender may, except, in either case, (A) with without the consent approval of the Borrower and the Administrative Agent Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (Bx) if the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment is being made to Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of assigning Lender's rights and obligations under this Agreement, such Lender and (iii) if such Eligible Assignee is not, prior shall cease to the date of such assignment, be a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andparty hereto).

Assignments and Participations. (a) Each (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees and delegate all or a any portion of its rights and obligations hereunder duties under the Loan Documents (including all of the Obligations owed to it and its rights and obligations Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior written consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall such consent not be unreasonably withheld or delayed)) of: (A) Borrowers; provided, that, no consent of Borrowers shall be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; and (B) Agent and Issuing Bank. (ii) Assignments shall be subject to the aggregate following additional conditions: (A) no assignment may be made to Parent, a Loan Party, an Affiliate of Parent or a Loan Party, or a natural person, (B) the amount being assigned pursuant of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment is delivered to Agent) shall be in no event a minimum amount (if less than the assigning Lender’s entire interestunless waived by Agent) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof 5,000,000 (treating multipleexcept such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate of any Lender, or Approved a Related Fund of such Lender, or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender and (iii) if such Eligible Assignee is not, prior to the date of extent that the aggregate amount to be assigned to all such assignmentnew Lenders is at least $5,000,000), a Lender or an Affiliate or Approved Fund of a Lender, such (C) each partial assignment shall be subject to made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement, (AD) the prior consent of parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agent may continue to deal solely and directly with the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andassigning Lender in connection with the interest so assigned to an Assignee until written

Assignments and Participations. (a) Each Lender may sell(and, transferso long as no Default shall have occurred and be continuing, negotiate if demanded by Crompton Corp. (following a demand by such Lender pursuant to Section 2.12 or 2.15 or if such Lender shall be a Defaulting Lender) assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditany Note or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of all of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 US$20,000,000 or, if the aggregate amount of the Commitment of such assigning Lender is less than US$20,000,000, all of such Lender's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by Crompton Corp. pursuant to this Section 8.07(a) shall be arranged by Crompton Corp. after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an integral multiple assignment of $1,000,000 in excess thereof a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents, (treating multiple, simultaneous assignments v) no Lender shall be obligated to make any such assignment as a result of a demand by or Crompton Corp. pursuant to two this Section 8.07(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the applicable Borrowers or share one or more Eligible Assignees in an aggregate amount at least equal to the same (or affiliated) manager or advisor as a single assignment for purposes aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this clause (a)), except, in either caseAgreement, (Avi) with no such assignments shall be permitted without the consent of the Borrower and Agent until the Administrative Agent or (B) if such assignment is being made to a shall have notified the Lender or an Affiliate or Approved Fund Parties that syndication of such Lender the Commitments hereunder has been completed, and (iiivii) if such Eligible Assignee is not, prior the parties to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to (A) such assignment and a processing and recordation fee of US$3,500; provided further that for the prior consent purposes of making Working Capital B-2 Advances, any Working Capital B-2 Lender may assign its rights and obligations under the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andWorking Capital B-2 Facility to any Affiliate of such Working Capital B-2 Lender.

Assignments and Participations. (a) Each Lender Party may sellassign (and, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or following the incurrence by the Borrower of any liability under Section 2.12 with respect to such Lender) upon at least 5 Business Days' notice to such Lender and the Agent, negotiate or assign will assign) to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditany Note or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment percentage of all rights and obligations under and in respect of either or both Facilities, provided, however, that nothing in this clause (Ai) shall cover the same percentage of prevent a Lender Party from assigning an interest in either Facility if such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, Party has an interest in each case, shall not be unreasonably withheld or delayed)both Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender Party or an Affiliate of any Lender Party or an assignment of all of a Lender Party's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds under each Facility for which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment Commitment is being made to a Lender or an Affiliate or Approved Fund of such Lender and assigned, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, a principal amount and all other amounts payable to such Lender or an Affiliate or Approved Fund of a Lender, under this Agreement and (vi) the parties to each such assignment shall be subject execute and deliver to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or delayed) andNotes.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower pursuant to Section 2.15, negotiate or will assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed), more Facilities; (ii) the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof thereof, or shall be an assignment to another Lender or an assignment of all of the assigning Lender's rights and obligations hereunder and under the Notes, (treating multipleiii) each such assignment shall be to another Lender, simultaneous assignments by an Affiliate of the assigning Lender or to two or more Approved Funds which are Affiliates or share the same an Eligible Assignee, (or affiliatediv) manager or advisor each such assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) with the consent of a demand by the Borrower and pursuant to Section 2.15 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrower pursuant to Section 2.15 unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, (vi) the parties to each such assignment shall be execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000 from the assignee and (Avii) no such assignments shall be permitted without the prior consent of the Administrative Agent and the Borrower (which such consent shall not to be unreasonably withheld withheld). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) [Reserved]. (b) Each Lender may sellupon at least ten (10) days’ notice (or in the case of an assignment to an Eligible Assignee satisfying clause (a)(i) of the definition of the term “Eligible Assignee”, transferprompt notice following such assignment) to the Administrative Agent, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, however, that (i) if any each such assignment shall be of a constant, and not a varying percentage of all of the assigning LenderXxxxxx’s Revolving Credit Outstandings rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount of the Commitment of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if be less than the assigning Lender’s entire interestlesser of (A) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount (treating multiple, simultaneous assignments by or except in the case of an assignment to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this an Eligible Assignee satisfying clause (a)a)(i) of the definition of the term “Eligible Assignee”) and (B) the full amount of the assigning Xxxxxx’s Commitment, (iii) each such assignment shall be to an Eligible Assignee and in the case of an assignment by a Lender at any time its Commitments remain outstanding, such Xxxxxxxx Assignee shall agree to the Commitment of such Lender hereunder, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Lenders an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent (provided that in the case of an assignment to an Eligible Assignee satisfying clause (a)(i) of the definition of the term “Eligible Assignee”, such recordation fee shall not apply), except(v) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in either caseconnection with such assignment, (Avi) with each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the consent confidentiality provisions of the Borrower Article Fourteen and (vii) there shall be no increased costs, expenses or Taxes incurred by the Administrative Agent or (B) if the other Lenders upon assignment or participation. Upon such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender execution, delivery and (iii) if such Eligible Assignee is notacceptance and the recording by the Administrative Agent, prior to from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Administrative Agent, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignmentAssignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender’s rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may sellBank may, transferand so long as no Default shall have occurred and be continuing, negotiate or if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon at least five Business Days notice to such Bank and the Administrative Agent, will, assign to one or more Eligible Assignees Assignee all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansLC Commitment Amount, the Revolving Loans, the Swing Loans its Letter of Credit Participating Interest Commitment and the Letters Letter of CreditCredit Advances owing to it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of all rights and obligations of such Lender’s Revolving Credit Outstandings Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and Revolving Credit Commitment and (B) shall be subject to the prior consent any subsequent non-pro rata assignment of the interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent, the Issuer Agent and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, the aggregate amount of the LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000, (iii) each such assignment shall be to an integral multiple of $1,000,000 in excess thereof Eligible Assignee, (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the consent of the Borrower and the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made to a Lender or an Affiliate or Approved Fund of by such Lender and (iii) if such Eligible Assignee is notBank, prior together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, a Lender no Account Party shall be subject to additional amounts under Section 2.06 or an Affiliate or Approved Fund of a Lender2.08, (vii) no such assignment shall be subject to (A) permitted without the prior consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consent consents shall not be unreasonably withheld or delayedwithheld) andand (viii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $2,500.00.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or (in the ordinary course of its business and in accordance with applicable law) assign to one or more Eligible Assignees all or a portion of its rights and or obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights or obligations under and Revolving Credit Commitment and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple 2.5 million (or, in the case of each Term Facility, $1,000,000 in excess thereof 1 million) (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single one assignment for purposes of this clause (a)the minimum amounts), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee, and (Aiv) the prior consent of parties to each such assignment shall execute and deliver to the Administrative Agent (and to the Borrower if its consent is required pursuant to the terms hereof), for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (with only one such fee payable in connection with simultaneous assignments to Approved Funds) (which consent shall not fee may be unreasonably withheld or delayed) andwaived by the Administrative Agent).

Assignments and Participations. (a) Each Lender may sellBank may, transferin accordance with applicable law, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNotes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate amount case of an assignment of all of a Bank's rights and obligations under this Agreement, the sum 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 in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple 10,000,000 (and in increments of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)thereof), except, in either case(iii) each such assignment shall be to an Eligible Assignee, (Aiv) with the consent of the Borrower and Administrative Agent and, if no Event of Default exists, the Parent (such consent not to be unreasonably withheld) shall be required unless such assignment is to a Bank or an Affiliate of a Bank that is not a Defaulting Lender or Potential Defaulting Lender; provided however, that the Parent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received written notice thereof (which notice shall be delivered by hand, including any overnight courier service, by mail, or by facsimile), (Bv) if the parties to each such assignment is being shall execute and deliver to the Administrative Agent, for recording by the Administrative Agent in the Register, an Assignment and Acceptance, together with any Notes then held by such assigning Bank and any Notes then held by such assignee and a processing and recordation fee of $3,500 and (vi) no such assignment will be made to a any Defaulting Lender or Potential Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (vi). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Affiliate or Approved Fund Assignment and Acceptance covering all of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto except that the rights under Sections 2.06, 2.10, 2.13 and 8.04 of such Lender Bank shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (iiiz) if unless the Parent in its sole discretion otherwise consents, no such Eligible Assignee is notassignee shall be entitled to receive any greater payment pursuant to Sections 2.06, prior 2.10 and 2.13 than the assigning Bank would have been entitled to receive with respect to the rights assigned to such assignee, except as a result of circumstances arising after the date of such assignment, . Any assignment or transfer by a Lender Bank of rights or an Affiliate or Approved Fund obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a Lender, participation in such assignment shall be subject to rights and obligations in accordance with paragraph (Ae) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andthis Section.

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default has occurred and is continuing, negotiate if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least 10 Business Days' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an Affiliate or Approved Fund of a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000, or such other amount as the Administrative Agent and the assigning Lender and, so long as no Event of Default has occurred and is continuing, the Borrower shall agree, and shall be in an integral multiple of $1,000,000 in excess thereof 500,000, or, if the aggregate amount of the Commitment of such assigning Lender is less than $5,000,000, all of such Lender's Commitment, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each such assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) with the consent of a demand by the Borrower and pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of the demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, (vi) no such assignment assignments shall be subject to (A) permitted without the prior consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed as determined by the Agents, and (which consent vii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000; provided, however, that such fee shall not be unreasonably withheld or delayed) andrequired if any such assignment was made by a Lender to an Affiliate of such Lender.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans owing to it and the Letters of Creditany Note or Notes held by it); provided, however, -------- ------- that (i) if except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or Affiliate or Approved Fund of a Lender or an assignment of all of a Lender's rights and obligations under this Agreement or in respect of any such assignment shall be Facility, the amount of the Commitments and/or Loans of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 US$1,000,000, or an CDN$1,000,000, as applicable, and shall be in integral multiple multiples of $1,000,000 US$100,000 or CDN$100,000, as applicable in excess thereof thereof, (treating multiple, simultaneous assignments by ii) each such assignment shall be to an Eligible Assignee or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and the assignor, (iii) if such Eligible Assignee is not, prior except for any assignments by the Administrative Agent and any assignments to the date of such assignment, a another Lender or an Affiliate or an Approved Fund of a Lenderthe assigning Lender or of any other Lender or an SPV, such each assignment shall be subject to require the written consent of (A) the prior Administrative Agent, and (B) unless a Default or Event of Default has occurred and is continuing, the Borrower, such consent of the Administrative Agent (which consent shall in each case not to be unreasonably withheld or delayed, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of US$3,500; provided, however that no such fee shall -------- ------- be payable in the case of an assignment to an Affiliate, an SPV or an Approved Fund of the assigning Lender; and, provided further, that in the -------- ------- case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single such US$3,5000 fee shall be payable for all such contemporaneous assignments. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights, benefits and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have (in addition to any such rights and obligations theretofore held by it) the rights, benefits and obligations of a Lender hereunder; provided that, the rights and benefits under Section 2.10 shall -------- ---- only be available to the assignee to the extent that the assigning Lender would have had such rights and benefits and (y) the Lender assignor thereunder shall, to the extent that rights, benefits and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and benefits and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights, benefits and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may sellThe Bank may, transferand so long as no Event of Default shall have occurred and be continuing, negotiate or if demanded by the Company pursuant to Section 2.11 upon at least five (5) Business Days’ notice to the Bank, will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement and the other Loan Documents (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans its LOC Participating Interests and the Letters of CreditLOC Disbursements owing to it); provided, however, provided that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent obligations of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)Bank hereunder, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was (x) the Bank or an Affiliate of the Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 25,000,000 unless it is an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent entire amount of such assignor’s Commitment, or (By) if such assignment is being made to a Lender not the Bank or an Affiliate or Approved Fund of the Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000 unless it is an assignment of the entire amount of such Lender and assignor’s Commitment, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each assignment made as a result of a demand by the Company pursuant to Section 2.11 shall be arranged by the Company after consultation with the Bank, and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) the Bank shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.11 unless and until the Bank shall have received one or more payments from either the Company or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the LOC Disbursements made by the Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to the Bank under this Agreement, (vi) as a result of such assignment, a Lender the Company shall not be subject to additional amounts under Section 2.06 or an Affiliate or Approved Fund of a Lender2.08, and (vii) the parties to each such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andexecute and deliver an Assignment and Assumption.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or upon at least 30 days' notice to the Administrative Agent and the Agents assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, however, that (i) if any each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender’s Revolving Credit Outstandings Xxxxxx's rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount of the Commitment of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) ), except if being assigned to an Affiliate of the Lender, shall in no event (if be less than the assigning Lender’s entire interestlesser of (A) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (treating multipleB) the full amount of the assigning Xxxxxx's Commitment, simultaneous assignments by or (iii) each such assignment shall be to two or more Approved Funds which are Affiliates or share an Eligible Assignee, (iv) the same parties to each such assignment shall execute and deliver to the Administrative Agent (or affiliated) manager or advisor as with a single assignment for purposes of this clause (a)copy to the Borrower), exceptfor its recording in the Lender Register, in either casean Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent, (Av) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all reasonable fees, costs and expenses (including the reasonable fees and disbursements of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the consent confidentiality provisions of the Borrower Article Twelve and (vii) there shall be no increased costs, expenses or Taxes incurred by the Administrative Agent or any Lender Group upon assignment or participation. Upon such execution, delivery and recording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, (Bi) if the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment is being made to Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) By executing and (iii) if such Eligible Assignee is notdelivering an Assignment and Acceptance, prior the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andother parties

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld any or delayed)all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor such lesser amount as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and shall be approved by the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund and, so long as no Default shall have occurred and be continuing at the time of such Lender and (iii) if such Eligible Assignee is not, prior to the date effectiveness of such assignment, the Borrower) under each Facility for which a Lender or an Affiliate or Approved Fund of a LenderCommitment is being assigned, (iii) each such assignment shall be subject to an Eligible Assignee, (Aiv) no such assignments shall be permitted without the prior consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (which consent v) the parties to each such assignment shall not be unreasonably withheld execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or delayed) andNotes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower pursuant to Section 2.15, negotiate or will assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), Facilities; (ii) the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof thereof, or shall be an assignment to another Lender or an assignment of all of the assigning Lender's rights and obligations hereunder and under the Notes, (treating multipleiii) each such assignment shall be to another Lender, simultaneous assignments by an Affiliate of the assigning Lender or to two or more Approved Funds which are Affiliates or share the same an Eligible Assignee, (or affiliatediv) manager or advisor each such assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) with the consent of a demand by the Borrower and pursuant to Section 2.15 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrower pursuant to Section 2.15 unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, (vi) the parties to each such assignment shall be execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000 from the assignee and (Avii) no such assignments shall be permitted without the prior consent of the Administrative Agent and the Borrower (which such consent shall not to be unreasonably withheld withheld). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may sellWith the prior written consent of Agent, transferwhich consent of Agent shall not be unreasonably withheld, negotiate delayed or assign to one conditioned (and, so long as no Default or more Eligible Assignees all or a portion Event of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term LoansDefault is in existence, the Revolving LoansAdministrative Borrower, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior which consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) the aggregate amount being assigned pursuant and shall not be required in connection with an assignment to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment Person that is being made to a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or Approved more assignees (each an “Assignee”; provided that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) if such Eligible Assignee is notunless waived by the Agent, prior to the date of such assignment, a assigning Lender or an Affiliate or Approved Fund Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and$3,500.

Assignments and Participations. (a) Each Lender may selland, transferso long as no Default shall have occurred and be continuing, negotiate if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditany Note or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld one or delayed)more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 (or such lesser amount as shall be approved by the Borrower and the Administrative Agent) and shall be in an integral multiple of $1,000,000 in excess thereof 500,000, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each such assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) with the consent of a demand by the Borrower and pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of a portion of the rights and obligations of the assigning Lender under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being made or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a Lender or an Affiliate or Approved Fund result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender and (iii) if shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Eligible Assignee is notLender, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, (vi) no such assignment assignments shall be subject to (A) permitted without the prior consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, and (which consent vii) the parties to each such assignment shall not be unreasonably withheld execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or delayed) andNotes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender may selland, transfer------------------------------ if requested by the Borrower upon notice by the Borrower delivered to such Lender and the Administrative Agent pursuant to clause (ii) of Section 2.16, negotiate or will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditany Note or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate sum of (A) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment and (B) the amount of the commitment being contemporaneously assigned under the 364-Day Credit Agreement by the Person that is such assigning Lender (in both cases determined as of the date of the Assignment and Acceptance or similar agreement with respect to such assignmentassignments) shall in no event (if less than the assigning Lender’s entire interest) not be less than $1,000,000 or an integral multiple of $1,000,000 50,000,000 in excess thereof the aggregate (treating multipleunless such lesser amount is previously agreed among such assigning Lender, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) and the Borrower), provided, however, that if such assignment is being made to a Lender or an Affiliate or Approved Fund the aggregate amount of the Commitment of such assigning Lender hereunder and (iii) if such Eligible Assignee its commitment under the 364-Day Credit Agreement is not, prior to less than $50,000,000 on the date of such assignmentproposed assignments, a such assigning Lender or may assign all, but not less than all, of its remaining rights and obligations under this Agreement and the 364- Day Credit Agreement (unless an Affiliate or Approved Fund assignment of a portion of such assigning Lender's obligations hereunder and thereunder is otherwise previously agreed among such assigning Lender, the Administrative Agent and the Borrower), (iii) each such assignment shall be subject to an Eligible Assignee, and (Aiv) the prior consent of parties to each such assignment (other than the Borrower) shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (which consent x) the assignee thereunder shall not be unreasonably withheld a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights such Lender assignor may have under Sections 2.11, 2.14 and 8.08) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may sellBank may, transferand so long as no Default shall have occurred and be continuing, negotiate or if demanded by any Account Party (following a demand by such Bank pursuant to Section 2.12) upon at least five Business Days notice to such Bank and the Administrative Agent, will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansLC Commitment Amount, the Revolving Loans, the Swing Loans its Letter of Credit Participating Interest Commitment and the Letters Letter of CreditCredit Advances owing to it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of all rights and obligations of such Lender’s Revolving Credit Outstandings Bank hereunder, except for any non-pro rata assignment made by a Downgraded Bank after a request by the Issuing Bank pursuant to Section 2.14 (and Revolving Credit Commitment and (B) shall be subject to the prior consent any subsequent non-pro rata assignment of the interest so assigned or by the Downgraded Bank) and any other non-pro rata assignment approved by the Administrative Agent, the Issuer Agent and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)any Account Party, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank or an Affiliate of any Bank or an assignment of all of a Bank's rights and obligations under this Agreement, the aggregate amount of the LC Commitment Amounts being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000, (iii) each such assignment shall be to an integral multiple of $1,000,000 in excess thereof Eligible Assignee, (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliatediv) manager or advisor each assignment made as a single assignment for purposes result of this clause (a)), except, in either case, (A) a demand by any Account Party pursuant to Section 2.12 shall be arranged by such Account Party after consultation with the consent of the Borrower and the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or (B) if an assignment of a portion of such rights and obligations made concurrently with another such assignment is being or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by any Account Party pursuant to Section 2.12 unless and until such Bank shall have received one or more payments from either such Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made to a Lender or an Affiliate or Approved Fund of by such Lender and (iii) if such Eligible Assignee is notBank, prior together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement, (vi) as a result of such assignment, a Lender no Account Party shall be subject to additional amounts under Section 2.06 or an Affiliate or Approved Fund of a Lender2.08, (vii) no such assignment shall be subject to (A) permitted without the prior consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing, the Parent (which consent consents shall not be unreasonably withheld or delayedwithheld) andand (viii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $2,500.00.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days’ notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of 5,000,000 unless the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and otherwise agree, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender’s rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days' notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, (treating multipleiii) each such assignment shall be to an Eligible Assignee, simultaneous (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by or the Borrower pursuant to two this Section 8.07(a) unless and until such Lender shall have received one or more Approved Funds which are Affiliates payments from either the Borrower or share one or more Eligible Assignees in an aggregate amount at least equal to the same aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (or affiliatedvi) manager or advisor the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a single result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment for purposes made at the request of this clause the Borrower to an Eligible Assignee that is an existing Lender, and (a))vii) any Lender may, except, in either case, (A) with without the consent approval of the Borrower and the Administrative Agent Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (Bx) if the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment is being made to Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of assigning Lender's rights and obligations under this Agreement, such Lender and (iii) if such Eligible Assignee is not, prior shall cease to the date of such assignment, be a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andparty hereto).

Assignments and Participations. (a) Each Lender Investor may sellupon at least 30 days notice to its related CP Conduit, transferthe Deal Agent, negotiate or the Collateral Agent, the related Liquidity Agent and S&P and Moody’s, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, howeverhowexxx, that xxat (i) if any each such assignment shall be of a constant, and not a varying percentage of all of the assigning LenderInvestor’s Revolving Credit Outstandings rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), obligations under this Agreement; (ii) the aggregate amount of the Commitment of the assigning Investor being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if be less than the assigning Lender’s entire interestlesser of (A) be less than $1,000,000 15,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower that amount and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund the full amount of such Lender and the assigning Investor’s Commitment; (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee; (Aiv) the prior consent parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (v) the parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the CP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Administrative Deal Agent, the Liquidity Agents and the CP Conduits) incurred by the Deal Agent, the Liquidity Agents, the Collateral Agent and the CP Conduits, respectively, in connection with such assignment; and (vi) there shall be no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agents, the Collateral Agent or the CP Conduits upon such assignment or participation, and provided further that upon the effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall be satisfied. Upon such execution, delivery and acceptance by the Deal Agent, the Collateral Agent and the Liquidity Agents and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which consent effective date shall not be unreasonably withheld the date of acceptance thereof by the Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of an Investor hereunder and (ii) the Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or delayed) andthe remaining portion of an assigning Investor’s rights and obligations under this Agreement, such Investor shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment or Commitments, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment obligations under and (B) shall be subject to the prior consent in respect of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld any or delayed)all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor such lesser amount as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and shall be approved by the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund and, so long as no Default shall have occurred and be continuing at the time of such Lender and (iii) if such Eligible Assignee is not, prior to the date effectiveness of such assignment, the Borrower) under each Facility for which a Lender or an Affiliate or Approved Fund of a LenderCommitment is being assigned, (iii) each such assignment shall be subject to an Eligible Assignee, (Aiv) no such assignments shall be permitted without the prior consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (which consent v) the parties to each such assignment shall not execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500; provided that, only one such fee shall be unreasonably withheld or delayed) andpayable in respect of simultaneous assignments by any Lender to its Affiliates.

Assignments and Participations. (a) Each Lender may sellmay, transferwith the prior written consent of the Borrower, negotiate each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more Eligible Assignees banks or other entities (other than an Ineligible Institution) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of Creditits participation in Facility LCs); provided, however, provided that (i) if any each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s Revolving Credit Outstandings rights and Revolving Credit Commitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) the aggregate amount Commitment Amount of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 or 10,000,000 (unless each of the Borrower and the Administrative Agent otherwise consent) or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $1,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in excess thereof the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500 (treating multiple, simultaneous assignments which shall be payable by or to two one or more Approved Funds which are Affiliates or share of the same parties to the Assignment and Assumption, and not by the Borrower (or affiliated) manager or advisor as except in the case of a single assignment for purposes of this clause (ademand under Section 8.07(g)), exceptand shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and, in either casethe case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) with the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund and (B) if such assignment is being made any Lender may at any time, without the consent of the Borrower, any LC Issuer, any Swingline Lender or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Lender Federal Reserve Bank or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is notother central banking authority, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, provided that no such assignment shall be subject to (A) release the prior consent transferor Lender from any of its obligations hereunder. For the Administrative Agent (which consent shall not be unreasonably withheld or delayed) andpurposes of this Section 8.07(a), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least 5 Business Days’ notice to such Lender and the Agent, negotiate or will, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Term LoansCommitment, the Revolving Loans, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentsnot a varying, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed)obligations under this Agreement, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $1,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of unless the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and otherwise agree, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Affiliate or Approved Fund of a assigning Lender’s rights and obligations under this Agreement, such assignment Lender shall cease to be subject to (A) the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) anda party hereto).