Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance; (iv) the parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and a processing expenses (including, without limitation, the reasonable fees and recordation fee out-of-pocket expenses of $3,500 (unless counsel for each of the assignor is a Lender Deal Agent and any other Lenders incurred by the assignee is an Affiliate such LenderDeal Agent, any other Lenders, respectively, in which case no fee connection with such assignment; (iv) each Lender agrees that it will not engage in a general solicitation or general advertising; and (v) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent, any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal 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 Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 (yB) 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 10,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the AgentBorrower, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the AgentBorrower, pledge as security all or any portion of its rights hereunder, including hereunder to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may Bank may, upon obtaining the prior written consent of the Agent (which consent by any such party shall not be unreasonably withheld or delayed), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreementso assigned, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Bank being assigned pursuant to each such assignment (in each case 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 not be less than $5,000,000 10,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall (A) execute and deliver to the Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, Acceptance and (B) deliver to the Agent a processing and recordation fee of $3,500 3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recording fee, (unless v) if no Event of Default has occurred and is continuing, the assignor prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall be required for an assignment by a Bank to an assignee which is not a Bank or an Affiliate or Approved Fund of a Bank, and (vi) consent of the Agent shall not be required for an assignment by a Bank to an assignee which is a Lender and the assignee is Bank or an Affiliate such Lender, in which case no fee shall be required))or Approved Fund of a Bank. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder which effective date shall be a party hereto andat least two Business Days after the execution thereof, 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 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 the remaining portion of an assigning LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000 in excess thereof 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 its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (unless v) the assignor is Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the assignee Company shall not be required if an Event of Default has occurred and is an Affiliate such Lender, in which case no fee shall be required))continuing. 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time (i) upon notice to the Borrower and the Agent, pledge or assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, with the written consent (unless such assignment is to a Lender or a wholly-owned Affiliate of such Lender, in which case only the consent, not to be unreasonably delayed, of the Swingline Bank and each LC Issuing Bank and notice to the Borrower and the Administrative Agent, shall be required) of the Administrative Agent, the Swingline Bank, the Borrower (unless a Default shall have occurred and be continuing) and each LC Issuing Bank (which consents shall not be unreasonably delayed and, in the case of the Borrower, 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 ten Business Days after having received notice of such proposed assignment), assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment or (2) an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall not in no event be less than $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, and together with a processing and recordation fee of $3,500 (unless to be paid by the assignor is a assigning Lender and the assignee is an Affiliate such Lenderor, in which the case no fee shall be requiredof an assignment pursuant to Section 8.07(i), the Borrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (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 AcceptanceAssumption, 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 AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, upon notice to the Borrowers and the Agent and with the consent, not to be unreasonably withheld, of the Agent, and, unless an Event of Default has occurred and is continuing, the Borrowers, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances and other amounts owing to it and any Note or Notes held by it); provided, however, that (i) no assignment may be made by an Extending Lender to a Non-Extending Lender unless such Non-Extending Lender shall agree to become an Extending Lender for purposes of the assigned rights and obligations pursuant to documentation acceptable to the Agent and the Borrowers; (ii) any assignment by a Non-Extending Lender to an Extending Lender shall, without further action, result in the Commitments so assigned being extended to the Extended Termination Date and otherwise entitle such Lender to the rights and obligations of Commitments of Extending Lenders hereunder (including the applicable fee and interest rates), (iii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (iiiv) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender, an Affiliate of a Lender shall no longer have any Commitment or (2) an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 (unless an Event of Default has occurred and increments is continuing, in which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the Borrowers and the Agent otherwise agree, (iiiv) each such assignment shall be to an Eligible Assignee, and (ivvi) 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, and the parties to such assignment (other than the Borrowers and the Agent) shall deliver together therewith any Note subject to such assignment and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate except no such Lender, in which case no fee shall be requiredpayable for assignments to a Lender, an Affiliate of a Lender or an Approved Fund)), and (vii) any Lender may, without the approval of the Borrowers, but with notice to the Borrowers, assign all or a portion of its rights and obligations to any of its Affiliates or to another 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 2.12, 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon at least 30 days' notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Xxxxxx being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Xxxxxx's Commitment; (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance; (iv) the parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and a processing expenses (including, without limitation, the reasonable fees and recordation fee out-of-pocket expenses of $3,500 (unless counsel for each of the assignor is a Lender Deal Agent and any other Lenders incurred by the assignee is an Affiliate such LenderDeal Agent, any other Lenders, respectively, in which case no fee connection with such assignment; (iv) each Lender agrees that it will not engage in a general solicitation or general advertising; and (v) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent, any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal 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 Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 (yB) 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 Xxxxxx's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (aA) Each Lender may may, upon the written consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld and, in the case of the Borrower, not to be required if an Event of Default exists), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 and increments 15,000,000 (except in the case of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assigneeassignments between Lenders at the time already parties hereto), and (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (unless 3,000. Promptly following its receipt of such Lender Assignment, Note or Notes and fee, the assignor is a Administrative Agent shall accept and record such Lender and Assignment in the assignee is an Affiliate such Lender, in which case no fee shall be required))Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (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 AcceptanceLender Assignment, 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 AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder the Advances owing to an it to any Affiliate of such Lender or Lender. No such assignment, other than to another Lender or (ii) without notice to or consent of the Borrower or the Agentan Eligible Assignee, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and the Advances Loans at the time owing to it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender, the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed; provided that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing), (ii) each such assignment shall be of a constant, and not a varying, constant percentage of all the assigning Lender's rights and obligations under this Agreementthe Commitments and Loans, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party subject to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and increments the amount of $1,000,000 in excess thereof (iii) each the Commitment of such Lender remaining after such assignment shall not be to an Eligible Assigneeless than $5,000,000 or shall be zero, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, Administrative Agent an Assignment and Acceptance, Acceptance and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,000. Upon such execution, delivery, acceptance and recordingrecording pursuant to paragraph (c) of this Section 8.5, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (x5) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and Acceptance, have the rights and obligations of a Lender hereunder under this Agreement and (yB) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been of the interest 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 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (but shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19, 2.23 and 8.4, as well as to any Facility Fees accrued for its account hereunder and not yet paid)). Any Notwithstanding the foregoing, any Lender assigning its rights and obligations under this Agreement may retain any Competitive Bid Loans or Negotiated Bid Loans made by it outstanding at any time (i) upon notice to the Borrower such time, and the Agent, assign all or any portion of in such case shall retain its rights hereunder to an Affiliate in respect of any Loans so retained until such Lender or to another Lender or (ii) without notice to or consent of Loans have been repaid in full in accordance with this Agreement. In connection with any assignment pursuant hereto, the transferor Lender, the Administrative Agent and the Borrower or shall make appropriate arrangements to deliver new Notes from the Agent, pledge as security all or any portion of its rights hereunder, including Borrower to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such the transferor Lender from any of its obligations hereunderand the transferee to evidence their relative Commitments.

Assignments and Participations. (a) Each Lender may may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each Commitment, if applicable with respect to any Lender, of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (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, and together with a processing and recordation fee of $3,500 5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (v) unless the assignor is a Lender an Event of Default shall have occurred and the assignee is be continuing, or such assignment shall be to an Affiliate of such Lender, in which case no fee the Borrower shall be required))have consented to such assignment. Upon such execution, delivery, delivery and acceptance by the Agent and recordingthe recording by the 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 Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (yii) 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its rights and obligations under this Agreement (Commitment, including, without limitation, all or in the case of an Issuer, its commitment to issue Letters of Credit and, in the case of each Lender, to participate in Letter of Credit Obligations and Swing Loans, the Loans and Letter of Credit Obligations owing to it and the Note held by it and a commensurate portion of its Commitment rights and obligations hereunder and under the Advances owing to it)other Loan Documents; providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, Agreement (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment Commitments, Letters of Credit, Letter of Credit Obligations and Loans being assigned pursuant to each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event (if less than the Assignor's entire interest) be less than $5,000,000 and increments or an integral multiple of $1,000,000 in excess thereof thereof, except, in either case, with the consent of the Borrower and the Agent, and (iii) each such assignment assignee hereunder shall also be to an Eligible Assignee, and (iv) the . The parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in recording, together with a $3,500 fee payable to the RegisterAgent for processing such assignment, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 (unless Indemnity with respect to such Notes satisfactory to the assignor is a Lender and the assignee is an Affiliate Agent) subject to such Lender, in which case no fee shall be required))assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender was an Issuer, of an Issuer hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, with the prior written consent of Exelon, the LC Issuer and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by a 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 under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances owing to it, its participation in Facility LCs and any Note or Notes held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each Amount of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 or, if less, the entire amount of such Lender’s Commitment, and increments shall be an integral multiple of $1,000,000 in excess thereof or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 4,000 (unless which shall be payable by one or more of the assignor is a Lender parties to the Assignment and Acceptance, and not by any Borrower, and shall not be payable if the assignee is an Affiliate such Lendera Federal Reserve Bank), in which case no fee and (v) the consent of Exelon shall not be required))required after the occurrence and during the continuance of any Event of Default. 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Any Lender may at any time (iNotwithstanding anything contained in this Section 8.07(a) upon notice to the Borrower contrary, (A) the consent of Exelon, the LC Issuer and the Agent, assign all or Administrative Agent shall not be required with respect to any portion of its rights hereunder assignment by any Lender to an Affiliate of such Lender or to another Lender or and (iiB) any Lender may at any time, without notice to or the consent of Exelon, the Borrower LC Issuer or the Administrative Agent, pledge as security and without any requirement to have an Assignment and Acceptance executed, assign all or any portion part of its rights hereunder, including under this Agreement and any Note to any a Federal Reserve Bank; provided, provided that no such pledge or assignment shall release such the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof (iii) each such assignment or shall be to an Eligible Assignee, the total amount of the assigning Lender's Commitment); 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 promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (unless plus an amount equal to out-of-pocket legal expenses of the assignor is a Lender Administrative Agent, estimated by the Administrative Agent and the assignee is an Affiliate advised to such Lender, in which case no fee shall be required)parties). 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, may assign all or any portion of its rights hereunder and obligations under this Agreement to an any Affiliate or Approved Fund of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderLender.

Assignments and Participations. (a) Each Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Percentage and Commitment and the Advances same portion of the Facility at the time owing to it and the Notes held by it); provided, howeverupon the satisfaction of the following conditions: (a) Agent shall have given its prior written consent to such assignment, that such consent not to be unreasonably withheld or delayed, (ib) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (iic) after giving effect prior to any such assignmentthe occurrence of an Event of Default and while same is continuing each assignment shall be in an amount that is at least Ten Million Dollars ($10,000,000) and is a whole multiple of One Million Dollars ($1,000,000), provided that this requirement (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignmentc) shall not be less than $5,000,000 and increments of $1,000,000 apply to assignments by Agent in excess thereof its capacity as Lender but Agent (iiiwhile acting as Agent) each such assignment shall be to an Eligible Assigneeretain a Commitment at least as great as retained by the Lender with the next highest Committed Amount, and (ivd) the parties to each of such assignment shall execute and deliver to the Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Schedule E hereto (an “Assignment and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate Acceptance”), together with any Notes subject to such Lender, in which case no fee shall be required))assignment. 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 five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder hereunder, and (y) the assigning Lender assignor thereunder shall, to the extent that rights provided in such assignment and obligations hereunder have been assigned by it pursuant upon payment to such Assignment and AcceptanceAgent of the registration fee referred to below, relinquish its rights and be released from its obligations under this Agreement (and, in Agreement. In the case event a Lender does not sell 100% of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreementits Commitment Amount, such Lender shall cease to be must hold a party heretominimum Commitment Amount of Ten Million Dollars ($10,000,000) and in whole multiples of One Million Dollars ($1,000,000). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion A registration fee of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or $3,500 per assignment shall release such be paid by the assigning Lender from any of its obligations hereunderto Agent.

Assignments and Participations. (a) Each Lender may upon the written consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 and increments 15,000,000 (except in the case of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assigneeassignments between Lenders at the time already parties hereto), and (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (unless 3,000. Promptly following its receipt of such Lender Assignment, Note or Notes and fee, the assignor is a Administrative Agent shall accept and record such Lender and Assignment in the assignee is an Affiliate such Lender, in which case no fee shall be required))Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (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 AcceptanceLender Assignment, 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 AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder the Advances owing to an it to any Affiliate of such Lender or Lender. No such assignment, other than to another Lender or (ii) without notice to or consent of the Borrower or the Agentan Eligible Assignee, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 and increments (except in the case of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assigneeassignments between Lenders at the time already parties hereto), and (iviii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (unless 3,000. Promptly following its receipt of such Lender Assignment, Note or Notes and fee, the assignor is a Agent shall accept and record such Lender and Assignment in the assignee is an Affiliate such Lender, in which case no fee shall be required))Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (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 AcceptanceLender Assignment, 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 AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder the Advances owing to an it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee, shall release the assigning Lender from its obligations hereunder. (b) By executing and delivering a Lender Assignment, 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 Lender Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to another Lender any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) without notice such assigning Lender makes no representation or warranty and assumes no responsibility with respect to or consent the financial condition of the Borrower or the Parent or the performance or observance by the Borrower or the Parent of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section 5(d) of the Support Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the 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 the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Agent shall maintain at its address referred to in Section 8.02 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Parent, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of a Lender Assignment executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Lender Assignment has been completed and is in substantially the form of Exhibit 8.07 hereto, (i) accept such Lender Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within 10 Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Lender Assignment and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Lender Assignment and shall otherwise be in substantially the form of Exhibit 1.01A-1 hereto. (e) Each Lender may sell participations to one or more banks, financial institutions or other entities in all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, and (iv) the Borrower, the 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. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower or the Parent furnished to such Lender by or on behalf of the Borrower or the Parent; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of Section 8.08, to preserve the confidentiality of any Confidential Information relating to the Borrower or the Parent received by it from such Lender. (g) If any Lender (or any bank, financial institution, or other entity to which such Lender has sold a participation) shall (i) make any demand for payment under Section 2.08 or 2.13, (ii) give notice to the Agent pursuant to Section 2.14 or (iii) determine not to extend the Termination Date in response to any request by the Borrower pursuant to Section 2.18, then (A) in the case of any demand made under clause (i), above, or the occurrence of the event described in clause (ii), above, within 30 days after any such demand or occurrence (if, but only if, in the case of any demanded payment described in clause (i), such demanded payment has been made by the Borrower), and (B) in the case of the occurrence of the event described in clause (iii), above, at any time prior to the then-scheduled Termination Date, the Borrower may, with the approval of the Agent (which approval shall not be unreasonably withheld), and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more Eligible Assignees designated by the Borrower all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the latest to occur of (x) the last day in the period described in clause (A) or (B), above, as applicable, (y) the last day of the longest of the then current Interest Periods for such Advances, and (z) the latest maturity date of any B Advances owing to such Lender. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (1) shall agree to such assignment by entering into a Lender Assignment with such Lender and (2) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder and under the Note made by the Borrower to such Lender, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. (h) Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge as security all or any portion of its rights hereunder, including Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided, that no . No such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder. SECTION 8.08.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing), each LC Issuing Bank and the Administrative Agent shall have consented to such assignment (in the case of the Administrative Agent and the Borrower, with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof (iii) each such assignment or shall be to an Eligible Assignee, the total amount of the assigning Lender's Commitment); 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 promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (unless plus an amount equal to out-of-pocket legal expenses of the assignor is a Lender Administrative Agent, estimated by the Administrative Agent and the assignee is an Affiliate advised to such Lender, in which case no fee shall be required)parties). 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, may assign all or any portion of its rights hereunder and obligations under this Agreement to an any Affiliate or Approved Fund of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderLender.

Assignments and Participations. (a) Each Subject to the provisions of Section 11.13(j), after first obtaining the approval of Agent and Borrower, which approval will not be unreasonably withheld (and which approval from Borrower shall not be required upon the occurrence and during the continuance of an Event of Default), each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement in accordance with the provisions of this Section (including, including without limitation, limitation all or a portion of its Commitment and the Advances Loans owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this AgreementAgreement and the assignment shall cover the same percentage of such Lender's Commitment and Loans, (ii) after giving effect to any such assignmentunless Agent and Borrower otherwise consent (which consent of Borrower shall not be required upon the occurrence and during the continuance of an Event of Default), (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each of the assigning Lender and the being assigned to an Eligible Assignee party that is not already a Lender hereunder (provided such Lender was also a Lender on the Closing Date) pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall in no event be to less than Five Million Dollars ($5,000,000) and shall be an Eligible Assigneeintegral multiple of One Million Dollars ($1,000,000), and (iviii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance approval and recording in the Registeracceptance, an Assignment and Acceptance, Assumption and (iv) Agent shall receive from the assignor or assignors for its sole account a processing and recordation fee of Three Thousand Dollars ($3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)3,000). Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and AcceptanceAssumption, (xA) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been validly and effectively assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (yB) the Lender Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been validly and effectively assigned by it pursuant to such Assignment and AcceptanceAssumption, 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days notice to its related CP Conduit, the Deal Agent, the Collateral Agent, the related Liquidity Agent and S&P and Mxxxx’x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Investor’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, and ; (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the assignee is an Affiliate such LenderCP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the 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 which case no fee connection with such assignment; and (vi) there shall be required))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, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agents and the recording by the Deal 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 Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning LenderInvestor’s rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender No Bank may assign to one or more Eligible Assignees all or a any other Person any portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a any portion of its Commitment and or the Advances Loan at the time owing to it and Note held by it); provided, however, that ) unless each of the following conditions is or has been satisfied: (i) the Agent has given its prior written consent (which consent will not be unreasonably withheld), (ii) the Borrower has given its prior written consent (which consent will not be unreasonably withheld, and shall not be required upon the occurrence and during the continuance of an Event of Default), (iii) each such assignment shall be is of a constant, and not a varying, percentage of all the assigning Bank’s rights and obligations under this Agreement, (iiiv) after giving effect to any such assignmentthe assignment is for a Commitment of $5,000,000.00 or more, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (ivv) the parties to each such assignment shall execute have executed and deliver delivered to the Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, substantially in the form of Exhibit B hereto (the “Assignment and a processing Acceptance”), together with any Note subject to such assignment, one or more signature pages to this Agreement containing the signature of the assignee, one or more signature pages to the Intercreditor Agreement (if in effect) containing the signature of the assignee, and recordation (following the Effective Date, as defined in the applicable Assignment and Acceptance) payment by the assignee to the Agent for its own account of an assignment administration fee in the amount of $3,500 3,500.00, (unless vi) either the assignor is or assignee shall have paid the Agent’s reasonable costs and expenses (including without limitation attorneys’ fees and expenses) in connection with the assignment, (vii) the Agent shall have delivered to the Borrower a Lender fully executed copy of such Assignment and Acceptance, and (viii) the assignee is an (A) a state or national commercial bank located in the United States or (B) a bank organized under a jurisdiction other than the United States, provided that such foreign bank has provided the Agent and the Borrower with accurate and complete signed original forms prescribed by the Internal Revenue Service certifying as to such Bank’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder, and provided further that such foreign bank shall not transfer its interests, rights and obligations under this Agreement to any Affiliate of such Lender, in which case no fee shall be required))foreign bank unless such Affiliate provides the Agent and the Borrower with the aforesaid tax forms. Upon such execution, delivery, satisfaction of each of the foregoing conditions and upon acceptance and recordingnotation by the Agent, from and after the effective date Effective Date specified in each Assignment and Acceptance, which Effective Date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Bank, and (y) the Lender assignor thereunder assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andAgreement. Notwithstanding the foregoing, the restrictions contained 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 Subsection 9.6(a) shall cease not apply to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including assignments to any Federal Reserve Bank; provided, and the conditions set forth in clauses (i) and (ii) above shall not apply to assignments by any Bank to any Person which controls, is controlled by, or is under common control with, or is otherwise substantially affiliated with that no such pledge or assignment shall release such Lender from any of its obligations hereunderBank.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more of the Facilities, (ii) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) 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 assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each of the assigning Lender and the Commitments being assigned to such Eligible Assignee party pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and increments under each Facility or an integral multiple of $1,000,000 in excess thereof (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 Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (ivv) 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, and together with any Note or Notes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder3,500.

Assignments and Participations. (a) Each Lender may may, with the prior written consent of the Borrowers, the Fronting Banks (in each Fronting Bank’s sole discretion), the Swing Line Lenders (in each Swing Line Lender’s sole discretion) and the Administrative Agent (which consents, in the case of the Borrowers and the Administrative Agent, shall not unreasonably be withheld or delayed and, in the case of the Borrowers, shall not be required if an Event of Default then exists), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and any Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 (or if less, the entire amount of such Lender’s Commitment) and increments shall be an integral multiple of $1,000,000 in excess thereof 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 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 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. 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 continuing 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender With the prior consent of the Administrative Agent, each Purchaser may upon at least 30 days notice to its related Deal Agent, the Issuer and the Servicer, assign to one or more Eligible Assignees entities that issues commercial paper all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such -------- ------- assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Purchaser's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Purchaser being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Purchaser's Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the related Deal Agent, for its their acceptance and recording in the Register, an Assignment and AcceptanceAcceptance in the form of Exhibit C hereto, and together with a processing and recordation fee of --------- $3,500 or such lesser amount as shall be approved by the related Deal Agent (v) such assignment shall not require the Issuer to register as an "investment company" under the Investment Company Act and (vi) the parties to each such assignment shall have agreed to reimburse the related Deal Agent and Purchasers for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the related Deal Agent and Purchasers) incurred by the related Deal Agent and Purchasers, respectively, in connection with such assignment, and, provided, further, that upon the effective -------- ------- date of such assignment all of the related Purchasers' internal control conditions shall be satisfied. Except with respect to assignments to First Union or any of its banking Affiliates or for assignments to one or more entities that issue commercial paper for which the VFCC Deal Agent acts as Deal Agent, no such assignment shall become effective unless the assignor is a Lender and the assignee is an Affiliate such LenderIssuer shall have consented in writing thereto, in which case no fee shall consent will not be required))unreasonably withheld. Upon such execution, delivery, delivery and acceptance by the related Deal Agent and recordingthe recording by the related Deal 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 related Deal Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Purchaser hereunder and (yii) the Lender Purchaser 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 except with respect to actions theretofore taken (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Purchaser's rights and obligations under this Agreement, such Lender Purchaser shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender (other than the Designated Bidders) may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this AgreementAgreement (other than any right to make Bid Advances or Bid Advances held by it), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof 10,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 3,000 to the Administrative Agent, and (unless v) the assignor is a Lender Borrower and the assignee is an Affiliate Agents shall have consented to such Lenderassignment, in which case no fee consent shall not be required))unreasonably 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, pledge or assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof (iii) each such assignment or shall be to an Eligible Assignee, the total amount of the assigning Lender's Commitment); 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 promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (unless plus an amount equal to out-of-pocket legal expenses of the assignor is a Lender Administrative Agent, estimated by the Administrative Agent and the assignee is an Affiliate advised to such Lender, in which case no fee shall be required)parties). 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, may assign all or any portion of its rights hereunder and obligations under this Agreement to an any Affiliate or Approved Fund of such Lender. 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 another Lender 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) without notice such assigning Lender makes no representation or warranty and assumes no responsibility with respect to or consent the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) 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; (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 the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, 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. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender. If any Lender shall make any demand for payment under Section 2.10 or 2.13, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.11, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances; provided, however, that the Borrower shall pay to the Administrative Agent the $3,500 administrative fee payable pursuant to clause (iv) of subsection (a) above if such assignee is not a Lender immediately prior to such assignment. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring day in accordance with Section 2.09 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.10(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge as security all or any portion of its rights hereunder, including Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided, that no . No such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.10 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

Assignments and Participations. (a) Each Subject to Section 10.31(a)(ii) below, at the assignor Lender’s sole cost and provided that the economic and other terms of the Loan shall remain the same for Borrower and Guarantor, with the prior consent of Agent, which consent not to be unreasonably withheld, conditioned or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees Qualified Lenders (each an “Assignee”) all or a portion any part of its such Lender’s rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Ratable Share of the Advances Loan at the time owing to it)) and the other Obligations held by such Lender hereunder; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) each written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrower and Agent by such Lender and the Assignee and such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementhave been recorded in the Register in accordance with Section 10.31(a)(ii), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and its Assignee shall have delivered to Borrower and Agent an assignment and acceptance agreement in the Eligible Assignee party to form attached hereto as Schedule XIV (or such assignment (in each case determined other form as of the date of the may be modified by Agent, an “Assignment and Acceptance Acceptance”) with such changes thereto as are reasonably acceptable to Agent with respect to such assignment) shall not be less than $5,000,000 , sale, negotiation, pledge, hypothecation or other transfer and increments of $1,000,000 are in excess thereof compliance with this Section 10.31, and (iii) each such assignment the Assignee has paid to the Agent a processing fee in the amount of Three Thousand Five Hundred and No/100 Dollars ($3,500.00). Notwithstanding the foregoing, no written consent of Agent 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, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time required (i) upon notice to the Borrower in connection with any assignment and the Agent, assign all or any portion of its rights hereunder delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate or (ii) without notice in connection with any Securitization. During the continuance of an Event of Default any Lender may assign and delegate to any Person, regardless of whether such Person is a Qualified Lender. Any assignment and delegation pursuant to this Section 10.31(a)(i) shall be at Lender’s sole cost and shall not subject Borrower or consent Guarantor to any cost or increased liability under the terms of the Borrower Loan Documents. For so long as German American Capital Corporation is a Lender under the Loan, DB, or the an Affiliate thereof shall continue to act as Agent, pledge as security all or any portion . Nothing contained in this Section 10.31(a) shall be deemed to restrict a Lender’s right to sell a participation of up to 100% of its rights hereunder, including to any Federal Reserve Bankinterest; provided, however, that no such pledge a participation of 100% of German American Capital Corporation’s interest in the Loan shall not relieve DB or assignment shall release such Lender from any its Affiliates, of its obligations obligation to remain Agent hereunder.. 136

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days’ notice to the related Conduit Lender, the Deal Agent, the Collateral Agent, the Liquidity Agent and S&P and Xxxxx’x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Investor’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, and ; (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent, the Collateral Agent and the assignee is an Affiliate such LenderLenders for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent and the Lenders) incurred by the Deal Agent, the Liquidity Agent, the Collateral Agent and the Lenders, respectively, in which case no fee connection with such assignment; and (vi) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agent, the Collateral Agent or the Lenders 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, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agent and the recording by the Deal 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 Deal Agent, the Collateral Agent and the Liquidity Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning LenderInvestor’s rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, upon at least three (3) Business Days’ notice to the Administrative Agent (other than for any assignments from and including the date of this Agreement to and including, if different, the Closing Date), assign to one or more any Eligible Assignees Assignee all or a portion of its rights and obligations Obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment and the Advances Loans owing to it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment shall be assignment, was a Lender, an Affiliate of a constant, and not a varying, percentage Lender or an Approved Fund of any Lender or an assignment of all rights of a Lender’s right and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each of the assigning Lender and the Loans being assigned to such Eligible Assignee party pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) thereof), shall not in no event be less than $5,000,000 and increments of $1,000,000 in excess thereof (iiior such lesser amount as otherwise agreed to by the Administrative Agent) each such assignment shall be to an Eligible Assignee, and (ivii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, Administrative Agent an Assignment and AcceptanceAssumption, and together with (A) a processing and recordation fee of $3,500 (unless such fee is waived at the assignor is a Lender discretion of the Administrative Agent) and the assignee is an Affiliate such Lender(B) all ancillary documents, in which case no fee shall be required))including any Internal Revenue Service tax forms, required thereunder. Upon such execution, delivery, acceptance acceptance, recording and recordingsatisfaction of the conditions set forth in this subsection (a), from and after the effective date specified in each such Assignment and AcceptanceAssumption, (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 Obligations of a Lender hereunder and under the other Loan Documents and other Loan Documents 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, shall relinquish its rights and be released from its obligations Obligations as a Lender 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). Any Lender may at The Borrower shall have no right to assign any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights and Obligations hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all under any other Loan Document or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge interest hereunder or assignment shall release such Lender from any of its obligations hereunderthereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000 in excess thereof 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 its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Borrower (unless the assignor is a Lender an Event of Default shall exist and be continuing) and the assignee Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld, unless such assignment is to an Affiliate such of a Lender, in which case no fee such consent shall be required)necessary (but such Lender shall notify the Borrower and the Administrative Agent of any such assignment to an Affiliate of an Assigning 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 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 8.04, the Borrower shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time (i) upon notice to the Borrower and the Agent, pledge or assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign shall have the right to one assign, transfer, sell, negotiate, pledge or more Eligible Assignees all or a portion otherwise hypothecate this Agreement and any of its rights and obligations security hereunder and under this Agreement (includingthe other Loan Documents to any other Eligible Assignee with the prior written consent of Agent, without limitationwhich consent shall not be unreasonably withheld, all conditioned or delayed and no consent of Agent shall be required if the Eligible Assignee is also a portion of its Commitment and the Advances owing to it)Lender; provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption, (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (iiiii) after giving effect if the potential assignee is not already a Lender hereunder, at least ten (10) days prior to any such the date of the assignment, the potential assignee shall deliver to Agent the fully completed Patriot Act and OFAC forms attached as Exhibit F hereto and such other information as Agent shall require to successfully complete Agent’s Patriot Act Customer Identification Process and OFAC Review Process, (1iv) unless Agent otherwise consents, the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties being assigned pursuant to each such assignment shall execute in no event be less than Five Million Dollars ($5,000,000), (iv) Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500), and deliver (vi) if the assignment is less than the assigning Lender’s entire interest in the Loan, the assigning Lender must retain at least a Five Million Dollar ($5,000,000.00) interest in the Loan. Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loan to the be a Co-Agent, for its acceptance and recording in an “Arranger” or similar title, but such designation shall not confer on such Assignee the Register, an Assignment and Acceptance, and a processing and recordation fee rights or duties of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))Agent. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and AcceptanceAssumption, (xa) the assignee Eligible 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 AcceptanceAssumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (yb) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment hereunder 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderthereunder.

Assignments and Participations. (a) Each Lender Bank may and, if demanded by the Borrower pursuant to subsection (g) hereof, shall assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the rights and obligations of the Banks under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Bank being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof 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 its acceptance and recording in the RegisterRegister (as defined in Section 8.07(c)), an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))2,500. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (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 Bank hereunder, and (y) the Lender 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 the remaining portion of an assigning Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Any Lender may at any time Notwithstanding the foregoing (i) upon notice to unless such assignment is being made on demand of the Borrower pursuant to subsection (g)), any Bank assigning its rights and the Agentobligations under this Agreement may retain any Competitive Advances made by it outstanding at such time, assign all or any portion of and in such case shall retain its rights hereunder to an Affiliate in respect of any Advances so retained until such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderAdvances have been repaid in full in accordance with this Agreement.

Assignments and Participations. (a) Each Lender may may, with the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld and, in the case of the Borrower, such consent shall not be required if an Event of Default has occurred and is continuing), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 10,000,000 and increments (B) all of such Lender's rights and obligations and, if the preceding clause (A) is applicable, shall be an integral multiple of $1,000,000 in excess thereof 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 its acceptance and recording in the Register, an Assignment and Acceptance, Acceptance and such parties (other than when Citibank is an assigning party) shall also deliver to the Administrative Agent a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and (so long as no Default or Event of Default shall have occurred and be continuing) the Borrower, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Notes payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Letter of Credit Facility and the Bridge Facility, (ii) after giving for each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance and the Borrower hereby agrees to execute replacement Notes to give effect to any such assignment, (1iii) the assigning minimum Bridge Commitment which shall be assigned is (x) $5,000,000, in the case of an assignment by one existing Lender shall no longer have any Commitment or to another existing Lender, and (2y) the amount of the Commitment of each of the assigning Lender $10,000,000 in all other cases, and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments multiples of $1,000,000 in excess thereof (iiitogether with which the assigning Lender's applicable portion of Participations and the Letter of Credit Commitment shall also be assigned), (iv) each such assignment assignee shall be to have an Eligible Assigneeoffice located in the United States, and (ivv) no consent of the parties to each such Borrower or the Agent shall be required in connection with any assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is by a Lender and the assignee is to an Affiliate affiliate of such Lender, in which case no fee shall be required)). Upon such execution, delivery, acceptance approval and recordingacceptance, 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 or under any such Notes have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Notes and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights rights, other than those set forth in Section 3.2(g), Article IV, Section 11.6 and Section 11.12 of this Agreement and be released from its obligations under this Agreement (andAgreement. Except as otherwise provided herein, in the case of any Lender who makes an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender assignment shall cease to be a party hereto). Any Lender may at any time (i) upon notice pay to the Borrower and Agent a one-time administrative fee of $3,000 which fee shall not be reimbursed by the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrower.

Assignments and Participations. (a) Each Lender Investor may upon at least thirty (30) days' written notice to VFCC, the Deal Agent, the Liquidity Agent and S&P and Xxxxx'x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, provided however, that (i) each such assignment shall be -------- ------- of a constant, and not a varying, varying percentage of all of the assigning Investor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 5,000 or such lesser amount as shall be approved by the Deal Agent, (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent and VFCC for all fees, costs and expenses (including, without limitation, the assignee is an Affiliate such Lenderreasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by the Deal Agent, the Liquidity Agent and VFCC, respectively, in connection with such assignment and (vi) the Borrower shall have consented to such assignment, which case no fee consent shall not be unreasonably withheld, and provided further that upon the -------- ------- effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall be required))satisfied. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal 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 Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning Lender’s Investor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not 95 in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (unless iv) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and expenses (including, without limitation, the assignee is an Affiliate such Lenderreasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent and any other Lenders) incurred by the Deal Agent or any other Lenders, respectively, in which case no fee connection with such assignment; and (v) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent or any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal 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 Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 (yB) 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, and if demanded by any Borrower (following a demand by such Lender pursuant to Section 2.17 or 3.3) upon at least 10 Domestic Business Days' notice to such Lender and the Agent will, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect each such assignment shall be to any such assignmentan Eligible Assignee, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 (or 100% of such Lender's remaining Commitment, if less than $10,000,000), (iv) the Agent and increments SunAmerica, on behalf of $1,000,000 itself and the other Borrowers, shall have consented in excess thereof writing to such assignment, which consent shall not be unreasonably withheld (iii) each provided, that no such assignment consent of SunAmerica shall be required in the case of an assignment by a Bank to an Eligible Assigneeaffiliate or subsidiary of such Bank), and (ivv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance substantially in the form of Exhibit G hereto, and together with any Note or Notes subject to such assignment. In connection with any such assignment, the Lender assignor shall pay to the Agent a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,000. Upon such execution, delivery, acceptance and recordingrecordation and upon payment by the Lender assignee to such Lender assignor of an amount equal to the purchase price agreed between such Lender assignor and such Lender assignee, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 3 Domestic Business Days after the execution thereof, (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 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the ------------------------------ Closing Date each Lender may may, with the prior consent of the Agent and (so long as no Default or Event of Default has occurred and is continuing) the Borrower, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Note payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such -------- assignment with respect to the Revolving Credit Facility shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility, Letter of Credit Facility and Swing Line Facility, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have execute the applicable Assignment and Acceptance and the Borrower hereby agrees to execute a replacement Note or Notes to give effect to the assignment, (iii) in any Commitment or (2) case the amount of Revolving Credit Commitment and Letter of Credit Commitment, or the amount of Term Loan A Commitment or Term Loan B Commitment, as applicable, which shall be assigned is a minimum of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments and, if greater, an amount which is an integral multiple of $1,000,000 1,000,000, (iv) such assignee shall have an office located in excess thereof (iii) each such assignment shall be to an Eligible Assigneethe United States, and (ivv) no consent of the parties to each such Borrower or the Agent shall be required in connection with any assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is by a Lender and the assignee is to another Lender or to an Affiliate such affiliate of any Lender, in which case no fee shall be required)). Upon such execution, delivery, acceptance approval and recordingacceptance, 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 or under any such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated 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). Any Lender may at any time (i) upon notice who makes an assignment shall pay to the Borrower and Agent a one-time administrative fee of $3,500 which fee shall not be reimbursed by the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrower.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) notice of such assignment is delivered to the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and (ii)the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (v) below; (iii) the Administrative Agent shall have acknowledged that the assignment complies with all requirements of this Section 8.07; (iv) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2v) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof (iii) each such assignment or shall be to an Eligible Assignee, the total amount of the assigning Lender's Commitment); and (ivvi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (unless plus an amount equal to out-of-pocket legal expenses of the assignor is a Lender Administrative Agent, estimated by the Administrative Agent and the assignee is an Affiliate advised to such Lender, in which case no fee shall be required)parties). 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, may assign all or any portion of its rights hereunder and obligations under this Agreement to an any Affiliate or Approved Fund of such Lender. 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 another Lender 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) without notice such assigning Lender makes no representation or warranty and assumes no responsibility with respect to or consent the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) 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; (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 the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, 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. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender. If any Lender shall make any demand for payment under Section 2.10 or 2.13, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.11, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring day in accordance with Section 2.09 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.10(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge as security all or any portion of its rights hereunder, including Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided, that no . No such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.10 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and (so long as no Default or Event of Default shall have occurred and be continuing) the Borrower, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Note payable to its Commitment and the Advances owing to itorder); provided, howeverPROVIDED, that (i) each such assignment shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility and Letter of Credit Facility, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have any Commitment or execute an Assignment and Acceptance and the Borrower hereby agrees to execute a replacement Note to give effect to the assignment, (2iii) the amount of the Revolving Credit Commitment and Letter of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) Credit Commitment which shall not be less than $5,000,000 and increments assigned is a minimum of $1,000,000 5,000,000, and, if greater, an amount which is an integral multiple of $1,000,000, (iv) such assignee shall have an office located in excess thereof (iii) each such assignment shall be to an Eligible Assigneethe United States, and (ivv) no consent of the parties to each such Borrower or the Agent shall be required in connection with any assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is by a Lender and the assignee is to another Lender or to an Affiliate such affiliate of any Lender, in which case no fee shall be required)). Upon such execution, delivery, acceptance approval and recordingacceptance, 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 or under any such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated 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). Any Lender may at any time (i) upon notice who makes an assignment shall pay to the Borrower and Agent a one-time administrative fee of $3,500 which fee shall not be reimbursed by the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrower.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, the Loans owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitments and Loans being assigned pursuant to each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the assignor's entire interest, except (x) with the consent of the Borrower and the Administrative Agent, or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Commitments and Loans to another existing Lender or Lenders only, provided that the aggregate amount of the Commitments and Loans retained by the assignor shall in no event be less than $5,000,000 10,000,000, and increments of $1,000,000 in excess thereof (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, and (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 (unless Indemnity with respect to such Notes satisfactory to the assignor is a Lender and the assignee is an Affiliate Administrative Agent) subject to such Lender, in which case no fee shall be required))assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an 130 139 assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may, if approved by the Borrowers and the Administrative Agent (which approvals may not be unreasonably withheld or delayed and which approvals of the Borrowers shall not be required if an Event of Default has occurred and is continuing), and, if demanded by the Borrowers in the event that at any time any Lender shall cease to have the Required Lender Rating, upon at least 5 Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment or (2) an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (unless v) the assignor assignee, if it is not a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (xA) 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 (yB) 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). Any Notwithstanding the foregoing, each Lender may at any time (i) will have the right, upon notice to the Borrower Administrative Agent and with the Agentapproval of the Borrowers (which approval may not be unreasonably withheld or delayed and which approval shall not be required if an Event of Default has occurred and is continuing), to assign all or any portion part of its rights hereunder and obligations under any Loan Document to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderAffiliates.

Assignments and Participations. (a) Each Lender may may, with the written consent of the Agents, assign to one or more Eligible Assignees other lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loans made by it, the Notes held by it and the Advances owing to itits Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender's Commitment), (ii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each no such assignment shall be made, other than by NationsBanc or CIT, prior to an Eligible Assigneethe Syndication Date, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with any Note subject to such assignment and such parties (other than the Borrowers or the Company) shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))5,000. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (xor such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto "Lender" hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such not adversely affect the Borrowers' rights under this Agreement except that the assigning Lender from any of its shall not be responsible for the obligations hereunderassigned.

Assignments and Participations. (a) Each Any Lender may assign and delegate to one or more assignees (each an "ASSIGNEE") that are Eligible Assignees all Transferees all, or a portion any ratable part of its all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under this Agreement the other Loan Documents, in a minimum amount of $1,000,000 (including, without limitation, all except that such minimum amount shall not apply to an Affiliate of a Lender or to a portion of its Commitment and the Advances owing to itRelated Fund); providedPROVIDED, howeverHOWEVER, that (i) each with respect to assignments of the Revolver Commitment, Companies and Agent may continue to deal solely and directly with such assignment shall be Lender in connection with the interest so assigned to an Assignee until (A) written notice of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) together with payment instructions, addresses, and related information with respect to the assigning Lender shall no longer Assignee, have any Commitment or (2) the amount of the Commitment of each of the assigning been given to Administrative Borrower and Agent by such Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, (B) such Lender and (iv) the parties its Assignee have delivered to each such assignment shall execute Administrative Borrower and deliver to the Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, and (C) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000, and recordation (ii) with respect to assignments of the Term Loan, Companies, Agent and Syndication Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower, Syndication Agent and Agent by such Lender and the Assignee, (B) such Lender -101- and its Assignee have delivered to Administrative Borrower, Syndication Agent and Agent an Assignment and Acceptance, and (C) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $3,500 (unless PROVIDED, that no processing fee shall be payable in connection with the assignor first five assignments of any portion of the Term Loan hereunder). Anything contained herein to the contrary notwithstanding, consent of Agent shall not be required and payments of any fees shall not be required if (x) such assignment is a in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender and or (y) the assignee is an Affiliate such Lender, in which case no fee shall be required)). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (xother than an individual) 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderRelated Fund.

Assignments and Participations. (a) Each Any Lender may may, with the written consent of Agent, assign and delegate to one or more Eligible Assignees all Transferees (each an "Assignee") all, or a portion any ratable part, of its the Obligations, the Commitments, and the other rights and obligations of such Lender hereunder and under this Agreement the other Loan Documents, in a minimum Commitment amount (including, without limitation, all or if such assignment is a portion partial assignment) of its Commitment and the Advances owing to it)$5,000,000; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) each written notice of such assignment shall be of a constantassignment, together with payment instructions, addresses, and not a varyingrelated information with respect to the Assignee, percentage of all rights shall have been given to Borrower and obligations under this Agreement, Agent by such Lender and the Assignee; (ii) after giving effect such Lender and its Assignee shall have delivered to any such assignment, Borrower and Agent a fully executed Assignment and Acceptance (1"Assignment and Acceptance") in the form of Exhibit 15.1; and (iii) the assigning assignor Lender shall no longer have any Commitment or (2) Assignee has paid to Agent for Agent's sole and separate account a processing fee in the amount of $2,500. Anything contained herein to the Commitment contrary notwithstanding, the consent of each Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the assigning Lender business or loan portfolio of such Lender. 80 (b) From and the Eligible Assignee party to such assignment (in each case determined as of after the date of that Agent notifies the assignor Lender that it has received a fully executed Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments payment of $1,000,000 in excess thereof the above-referenced processing fee, (iii) each such assignment shall be to an Eligible Assignee, and (ivi) 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, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender hereunder under the Loan Documents, and (yii) the assignor Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this AgreementAgreement and the other Loan Documents, such Lender shall cease to be a party heretohereto and thereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 and increments or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) each the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment shall (which may not be to an Eligible Assigneeunreasonably withheld or delayed), 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 Acceptancea Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500 3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (unless if any) and fee, the assignor is a Agent shall accept and record such Lender and Assignment in the assignee is an Affiliate such Lender, in which case no fee shall be required))Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (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 AcceptanceLender Assignment, 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 AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon time, with notice to the Borrower Borrower, the Agent and the AgentLC Issuing Bank, assign all or any portion of its rights hereunder the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agenta Lender, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Party ------------------------------ may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under 77 this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, and the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant-------- ------- uniform, and not a varying, percentage of all rights and obligations under and in respect of all of the Facilities and must occur simultaneously with an assignment of a ratable portion of such Lenders' rights and obligations under the Synthetic Lease Documents (and any assignment which is not made in compliance with this Agreementclause (i) shall be void and of no force or effect), (ii) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment Party or (2) an assignment of all of a Lender Party's rights and obligations under this Agreement, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof 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 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 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each 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 Party hereunder and (y) the Lender Party assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Lender Party's rights and obligations under this Agreement, such Lender Party shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may 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 Obligations and the other rights and obligations of Lender hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that Borrowers may continue to deal solely and directly with Lender in connection with the interest so assigned to an Assignee until (i) each written notice of such assignment shall be of a constantassignment, together with payment instructions, addresses, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect related information with respect to any such assignmentthe Assignee, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning been given to Administrative Borrower by Lender and the Eligible Assignee party to such an appropriate assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))agreement. Upon such execution, delivery, acceptance and recording, from From and after the effective date specified in each Assignment that Lender provides Administrative Borrower with such written notice and Acceptanceexecuted assignment and acceptance agreement, (xi) the assignee 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 assignment and Acceptanceacceptance agreement, shall have the assigned and delegated rights and obligations of a Lender hereunder under the Loan Documents, and (yii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned and delegated by it pursuant to such Assignment assignment and Acceptanceacceptance agreement, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and, and in the case of an Assignment assignment and Acceptance acceptance agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this AgreementAgreement and the other Loan Documents, such Lender shall cease to be a party heretohereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee. Any Immediately upon Borrower's receipt of such fully executed assignment and acceptance agreement, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the rights and duties of Lender arising therefrom. Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of Lender (a "Participant") participating interests in Obligations and the other rights and interests of Lender hereunder and under the other Loan Documents, provided, however, that (i) upon notice Lender shall remain the "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights and interests of Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and Lender's obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers and Lender shall continue to deal solely and directly with each other in connection with Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) Lender shall not transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the Borrower extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the Agentoccurrence of an Event of Default, assign each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through Lender and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by Lender. In connection with any such assignment or participation or proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. Any other provision in this Agreement notwithstanding, Lender may at any time create a security interest in, or pledge, all or any portion of its rights hereunder to an Affiliate under and interest in this Agreement in favor of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; providedBank in accordance with Regulation A of the Federal Reserve Bank or United States Treasury Regulation 31 CFR Section 203.14, that no and such Federal Reserve Bank may enforce such pledge or assignment shall release such Lender from security interest in any of its obligations hereundermanner permitted under applicable law.

Assignments and Participations. (a) Each Lender may may, with the prior written consent of the Obligor, the Fronting Bank (in the Fronting Bank’s sole discretion) and the Administrative Agent (which consents, in the case of the Obligor and the Administrative Agent, shall not unreasonably be withheld or delayed and, in the case of the Obligor, shall not be required if an Event of Default then exists), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations obligations, under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and any Note held by it); provided, however, that (i) each such assignment shall may be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 1,000,000 (or if less, the entire amount of such Lender’s Commitment) and increments shall be an integral multiple of $1,000,000 in excess thereof 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 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 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. 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 continuing 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). Any Lender may at any time (i) upon notice Notwithstanding anything to the Borrower contrary in this Section, any Lender, without the consent of the Obligor, may assign and the Agent, assign pledge all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or and obligations under this Agreement and the other Loan Documents (ii) including, without notice to or consent of the Borrower or the Agentlimitation, pledge as security all or any a portion of its rights hereunderCommitment, including the Advances owing to it and any Note held by it) to any Federal Reserve Bank; provided, that no such pledge direct or assignment shall release such Lender from indirect counterparties in swap agreements to the extent required in connection with the physical settlement of any of its Lender’s obligations hereunderpursuant thereto.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Revolving Credit Commitment, the Revolving Credit Notes held by it and the Advances owing to itits Pro Rata Share of Letter of Credit Obligations); provided, however, that (i1) the consent of the Agent and the Borrower shall not be required for any such assignment by a Lender to one or more of such Lender’s Affiliates, (2) each such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Revolving Credit Commitment), (3) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii4) after giving effect to any such assignment, (1) the assigning Lender assignee shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender execute and the Eligible Assignee party to such assignment (in each case determined as of the date of the deliver an Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof the Agent, (iii) each such assignment shall be to an Eligible Assignee, and (iv5) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, and together with any Revolving Credit Notes subject to such assignment, (6) such parties shall deliver to the Agent a processing and recordation fee of $3,500 (unless except in the assignor is case of any assignment by a Lender and the assignee is an Affiliate such Lender, to one or more of its Affiliates in which case such fee will not be payable), and (7) such assignee shall reimburse the Agent for any out-of-pocket expenses (including reasonable legal fees) incurred in connection therewith. Notwithstanding the foregoing, in no fee event shall any assignment be required))made to the Borrower or any Affiliate of the Borrower without the prior written consent of the Required Lenders, which consent may be withheld by the Required Lenders in their sole and absolute discretion. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (xor such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto “Lender” hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such not adversely affect the Borrower’s rights under this Agreement except that the assigning Lender from any of its shall not be responsible for the obligations hereunderassigned.

Assignments and Participations. (a) Each Lender may may, with the consent of (x) the Borrowers (A) with respect to Term Commitments and the Closing Date Revolver Portion prior to the funding of the Advances on the Closing Date, in the Borrowers’ sole discretion (provided that such consent shall be deemed to have been given with respect to any Person identified to the Administrative Agent in writing by the Borrowers prior to the Effective Date) and (B) with respect to the Revolving Commitments and Revolving Advances (other than the Closing Date Revolver Portion), and after the earliest of the Closing Date and the termination of the Acquisitions prior to the consummation thereof any Commitments or Advances, such consent not to be unreasonably withheld or delayed, (y) the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (z) with respect to Revolving Commitments or Revolving Advances, the Swingline Lenders and the Issuing Banks, assign to one or more Eligible Assignees Persons (other than natural persons, Defaulting Lenders, or the Reporting Entity or its Affiliates) all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (iiA) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount funding of the Commitment of each Advances on the Closing Date (or if earlier the cancellation of the assigning Lender and Acquisitions prior to the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance consummation thereof) or with respect to such assignment) the Revolving Commitments and Revolving Advances (other than the Closing Date Revolver Portion), the consent of the Borrowers shall not be less than $5,000,000 required while an Event of Default has occurred and increments is continuing, (B) the consent of $1,000,000 in excess thereof (iii) each such assignment the Borrowers shall be to an Eligible Assigneedeemed given if the Borrowers shall not have objected within 10 Business Days following receipt of written notice of such proposed assignment, and (ivC) 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, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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 assignment to any other Lender or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of any Lender, no such consent shall be required from (x) the Administrative Agent or (y) the Borrowers with respect to assignments by any Lender to its Affiliate or to another Lender or (ii) without Lender, provided that in each such case notice thereof shall have been given to or consent of the Borrower or Borrowers and the Administrative Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, upon notice to the Borrowers and the Agent and with the consent, not to be unreasonably withheld or delayed, of the Agent, and, unless an Event of Default has occurred and is continuing, the Borrowers (which consent shall be deemed given by the Borrowers if the Borrowers have not responded to a request for such consent within ten (10) Business Days), assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Revolving Commitment, the Advances, the Term Loan and the Advances other amounts owing to it and any Note or Notes held by it); provided, however, that (i) no assignment of a Revolving Commitment may be made by a 2015 Extending Lender to a 2015 Non-Extending Lender unless such 2015 Non-Extending Lender shall agree to become a 2015 Extending Lender for purposes of the assigned rights and obligations pursuant to documentation acceptable to the Agent and the Borrowers; (ii) any assignment of a Revolving Commitment by a 2015 Non-Extending Lender to a 2015 Extending Lender shall, without further action, result in the Revolving Commitments so assigned being extended to the Extended Termination Date and otherwise entitle such Revolving Lender to the rights and obligations of Revolving Commitments of 2015 Extending Lenders hereunder (including the applicable fee and interest rates), (iii) each such assignment with respect to any Class of rights and obligations shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement with respect to such Class, (iv) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2x) the amount of the Revolving Commitment of each of the assigning Revolving Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 (unless an Event of Default has occurred and is continuing, in which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the Borrowers and the Agent otherwise agree, and (y) the amount of the Term Loan of the assigning Term 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 be less than $5,000,000 and increments or an integral multiple of $1,000,000 in excess thereof (iiior, if less, the entire outstanding amount of the Term Loan held by such Term Lender) unless the Borrowers and the Agent otherwise agree, (v) each such assignment shall be to an Eligible Assignee, and (ivvi) 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, and the parties to such assignment (other than the Borrowers and the Agent) shall deliver together therewith any Note subject to such assignment and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate except no such Lender, in which case no fee shall be requiredpayable for assignments to a Lender, an Affiliate of a Lender or an Approved Fund), and (vii) any Lender may, without the approval of the Borrowers, but with notice to the Borrowers, assign all or a portion of its rights and obligations to any of its Affiliates or to another Lender (provided no assignment of Revolving Commitments or any Revolving Advances or other Revolving Extensions of Credit may be made by a Revolving Lender to a Term Lender pursuant to this clause unless such Term Lender is already also a Revolving Lender hereunder). 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 2.12, 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities acceptable to the Agent, in the exercise of its reasonable discretion, all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances owing to itit and its participations in outstanding Letters of Credit); provided, however, that (i) each such except in the case of an assignment shall be of to a constantPerson that, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any immediately before such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) was a Lender, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and increments the lesser of $1,000,000 in excess thereof (iiiA) each the entire Commitment of such assignment shall be to an Eligible Assignee, Lender at such time and (ivB) $10,000,000 and (ii) 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, and together with a processing and recordation recording fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. 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 5 Business Days after the date of delivery thereof to the Agent or, if so specified in such Assignment and Acceptance, the date of acceptance thereof by the Agent, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender hereunder and (yii) 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of except that such Lender or shall continue to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderbe an "Indemnified Person" under Section 9.5).

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days' notice to VFCC, the Deal Agent and the Liquidity Agent, and prior to the Termination Date with the consent of the Seller (which consent shall not be unreasonably withheld), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such -------- ------- assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Investor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 3,000 or such lesser amount as shall be approved by the Deal Agent, (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent and VFCC for all reasonable fees, costs and expenses (including, without limitation, the assignee is an Affiliate such Lenderreasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by the Deal Agent, the Liquidity Agent and VFCC, respectively, in which case no fee connection with such assignment and (vi) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agent or VFCC 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, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal 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 Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning Lender’s Investor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days notice to its related CP Conduit, the Deal Agent, 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 pxxxxxx of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Investor's rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor's Commitment; (iii) each such assignment shall be to an Eligible Assignee, and ; (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the assignee is an Affiliate such LenderCP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the 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 which case no fee connection with such assignment; and (vi) there shall be required))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, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agents and the recording by the Deal 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 Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning Lender’s Investor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may, with the prior consent of the Agent and the Borrower, which consents shall not be unreasonably withheld (it being understood that consent may be withheld by the Borrower if such assignment would subject the Borrower to the payment of any additional amounts pursuant to the provisions of Section 4.06 hereof), assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Note payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations (including Loans and Participations) under this Agreement, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of Notes, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the execute an Assignment and Acceptance with respect and the Borrower hereby consents to such execute replacement Notes to give effect to the assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof , (iii) each such assignment the minimum aggregate Revolving Credit Commitment (together with which the assigning Lender's applicable portion of Participations and the Letter of Credit Commitment shall also be assigned) and Term Loan Commitment which shall be assigned is $5,000,000 (with any aggregate assigned amount being applied ratably to an Eligible Assigneethe Revolving Credit Commitment and the Term Loan Commitment), and (iv) the parties to each such assignment assignee shall execute and deliver to the Agent, for its acceptance and recording have an office located in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))United States. Upon such execution, delivery, acceptance approval and recordingacceptance, 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 or under such Notes have been assigned or negotiated to it pursuant to such Assignment and Acceptance, Acceptance have the rights and obligations of a Lender hereunder and a holder of such Notes and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Notes have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (andAgreement, in but no Lender shall be released from any claims arising from actions that occur prior to the case date of an Assignment and Acceptance covering all or such assignment. No assignee shall have the remaining portion of an assigning Lender’s right to further assign its rights and obligations under pursuant to this Agreement, such Lender shall cease to be a party hereto)Section 12.01. Any Lender may at any time (i) upon notice who makes an assignment shall pay to the Borrower and Agent a one-time administrative fee of $3,000.00 which fee shall not be reimbursed by the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrower.

Assignments and Participations. (a) Each Lender No Bank may assign to one or more Eligible Assignees all or a any other Person any portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a any portion of its Commitment and or the Advances Loan at the time owing to it and Note held by it); provided, however, that ) unless each of the following conditions is or has been satisfied: (i) the Agent has given its prior written consent (which consent will not be unreasonably withheld), (ii) the Borrower has given its prior written consent (which consent will not be unreasonably withheld, and shall not be required upon the occurrence and during the continuance of an Event of Default), (iii) each such assignment shall be is of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement, (iiiv) after giving effect to any such assignmentthe assignment is for a Commitment of $5,000,000.00 or more, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (ivv) the parties to each such assignment shall execute have executed and deliver delivered to the Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, substantially in the form of Exhibit B hereto (the "Assignment and a processing Acceptance"), together with any Note subject to such assignment, one or more signature pages to this Agreement containing the signature of the assignee, one or more signature pages to the Intercreditor Agreement (if in effect) containing the signature of the assignee, and recordation (following the Effective Date, as defined in the applicable Assignment and Acceptance) payment by the assignee to the Agent for its own account of an assignment administration fee in the amount of $3,500 3,500.00, (unless vi) either the assignor is or assignee shall have paid the Agent's reasonable costs and expenses (including without limitation attorneys' fees and expenses) in connection with the assignment, (vii) the Agent shall have delivered to the Borrower a Lender fully executed copy of such Assignment and Acceptance, and (viii) the assignee is an (A) a state or national commercial bank located in the United States or (B) a bank organized under a jurisdiction other than the United States, provided that such foreign bank has provided the Agent and the Borrower with accurate and complete signed original forms prescribed by the Internal Revenue Service certifying as to such Bank's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder, and provided further that such foreign bank shall not transfer its interests, rights and obligations under this Agreement to any Affiliate of such Lender, in which case no fee shall be required))foreign bank unless such Affiliate provides the Agent and the Borrower with the aforesaid tax forms. Upon such execution, delivery, satisfaction of each of the foregoing conditions and upon acceptance and recordingnotation by the Agent, from and after the effective date Effective Date specified in each Assignment and Acceptance, which Effective Date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Bank, and (y) the Lender assignor thereunder assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andAgreement. Notwithstanding the foregoing, the restrictions contained 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 Subsection 9.6(a) shall cease not apply to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including assignments to any Federal Reserve Bank; provided, and the conditions set forth in clauses (i) and (ii) above shall not apply to assignments by any Bank to any Person which controls, is controlled by, or is under common control with, or is otherwise substantially affiliated with that no such pledge or assignment shall release such Lender from any of its obligations hereunderBank.

Assignments and Participations. (a) Each No Lender may assign to one or more Eligible Assignees all or a any other Person any portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a any portion of its Commitment and or the Advances Loan at the time owing to it and Note held by it); provided, however, that ) unless each of the following conditions is or has been satisfied: (i) each of the Documentation Agent and Administrative Agent have given its prior written consent (which consent will not be unreasonably withheld), (ii) the Company has given its prior written consent (which consent will not be unreasonably withheld), (iii) each such assignment shall be is of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (iiiv) after giving effect to any such assignmentthe assignment is for a Commitment of $10,000,000 or more, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (ivv) the parties to each such assignment shall execute have executed and deliver delivered to the Agent, for its acceptance and recording in the Register, Documentation Agent an Assignment and Acceptance, substantially in the form of Exhibit "E" hereto (the "Assignment and a processing Acceptance"), together with any Note subject to such assignment, one or more signature pages to this Agreement containing the signature of the assignee, and recordation (following the Effective Date) payment by the assignee to the Documentation Agent for its own account of an assignment administration fee in the amount of $3,500 3,500, (unless vi) the assignor is Documentation Agent shall have delivered to the Company a Lender copy of such fully-executed Assignment and Acceptance, and (vii) the assignee is an (A) a state or national commercial bank located in the United States or (B) a bank organized under a jurisdiction other than the United States, provided that such foreign bank has provided the Documentation Agent and the Company with the tax forms prescribed in Section 11.6(c) hereof, and provided further that such foreign bank shall not transfer its interests, rights and obligations under this Agreement to any Affiliate of such Lender, in which case no fee shall be required))foreign bank unless such Affiliate provides the Documentation Agent and the Company with the aforesaid tax forms. Upon such execution, delivery, satisfaction of each of the foregoing conditions and upon acceptance and recordingnotation by the Documentation Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shallLender, 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days' notice to VFCC, the Deal Agent and the Liquidity Agent, and prior to the Termination Date with the consent of the Seller (which consent shall not be unreasonably withheld), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Investor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 3,000 or such lesser amount as shall be approved by the Deal Agent, (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent and VFCC for all reasonable fees, costs and expenses (including, without limitation, the assignee is an Affiliate such Lenderreasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by the Deal Agent the Liquidity Agent and VFCC, respectively, in which case no fee connection with such assignment and (vi) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agent or VFCC 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, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal 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 Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning Lender’s Investor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance; (iv) the parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and a processing expenses (including, without limitation, the reasonable fees and recordation fee out-of-pocket expenses of $3,500 (unless counsel for each of the assignor is a Lender Deal Agent and any other Lenders incurred by the assignee is an Affiliate such LenderDeal Agent, any other Lenders, respectively, in which case no fee connection with such assignment; (ivv) each Lender agrees that it will not engage in a general solicitation or general advertising; and (vvi) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent, any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other 91 Lenders and the recording by the Deal 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 Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 (yB) 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 and increments or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto), (iii) each so long as no Event of Default shall have occurred and be continuing, the Borrower shall have consented to such assignment shall (which may not be to an Eligible Assigneeunreasonably withheld or delayed), 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 Acceptancea Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500 3,000. Promptly following its receipt of such Lender Assignment, Note or Notes (unless if any) and fee, the assignor is a Agent shall accept and record such Lender and Assignment in the assignee is an Affiliate such Lender, in which case no fee shall be required))Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (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 AcceptanceLender Assignment, 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 AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder the Advances owing to an it to any Affiliate of such Lender or Lender. No such assignment, other than to another Lender or (ii) without notice to or consent of the Borrower or the Agentan Eligible Assignee, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to it); provided, however, that (i) each such assignment shall be of a -------- ------- constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof 10,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, pledge or assign all or any portion of its rights hereunder to an any Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender -------- from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and (so long as no Default or Event of Default has occurred and is continuing) the Borrower, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Note payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment with respect to the Revolving Credit Facility shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility, Letter of Credit Facility and Swing Line Facility, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have execute the applicable Assignment and Acceptance and the Borrower hereby agrees to execute a replacement Note or Notes to give effect to the assignment, (iii) in any Commitment or (2) case the amount of Revolving Credit Commitment and Letter of Credit Commitment, or the Commitment amount of each Term Loan Commitment, as applicable, which shall be assigned is a minimum of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments and, if greater, an amount which is an integral multiple of $1,000,000 1,000,000, (iv) such assignee shall have an office located in excess thereof (iii) each such assignment shall be to an Eligible Assigneethe United States, and (ivv) no consent of the parties to each such Borrower or the Agent shall be required in connection with any assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is by a Lender and the assignee is to another Lender or to an Affiliate such affiliate of any Lender, in which case no fee shall be required)). Upon such execution, delivery, acceptance approval and recordingacceptance, 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 or under any such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated 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). Any Lender may at any time (i) upon notice who makes an assignment shall pay to the Borrower and Agent a one-time administrative fee of $3,500 which fee shall not be reimbursed by the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrower.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days notice to its related CP Conduit, the Deal Agent, the Collateral Agent, the related Liquidity Agent and S&P and Xxxxx'x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Investor's rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor's Commitment; (iii) each such assignment shall be to an Eligible Assignee, and ; (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the assignee is an Affiliate such LenderCP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the 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 which case no fee connection with such assignment; and (vi) there shall be required))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, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agents and the recording by the Deal 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 Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning Lender’s Investor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 and increments (except in the case of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assigneeassignments between Lenders at the time already parties hereto), and (iviii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (unless 2,500. Promptly following its receipt of such Lender Assignment, Note or Notes and fee, the assignor is a Agent shall accept and record such Lender and Assignment in the assignee is an Affiliate such Lender, in which case no fee shall be required))Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (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 AcceptanceLender Assignment, 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 AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder the Advances owing to an it to any Affiliate of such Lender or Lender. No such assignment, other than to another Lender or (ii) without notice to or consent of the Borrower or the Agentan Eligible Assignee, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Bank may sell, transfer, negotiate or assign to one or more other Banks or Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitationAssignees, all or a portion of its Commitment hereunder, the portion of the Loans hereunder owing to it and the Advances owing to it)Notes held by it hereunder and a commensurate portion of its rights and obligations hereunder and under the Ancillary Agreements; providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of and Loans made hereunder being assigned pursuant to each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) ), shall not in no event be less than the lesser of (A) $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof thereof, or (B) the aggregate amount of the assigning Bank's Commitment and Loans outstanding immediately prior to such assignment, and (iii) each the making of Loans by such assignment shall assignee hereunder would not be to an Eligible Assigneeunlawful as set forth in Section 2.16 hereof, and (iv) such assignee is reasonably acceptable to the Borrowers and the Agent. The parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in recording, with a copy to the RegisterBorrowers for their acceptance, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless together with the assignor is a Lender and the assignee is an Affiliate Notes subject to such Lender, in which case no fee shall be required))assignment. 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 three (x3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Ancillary Agreements have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement Agreement, and the Ancillary Agreements (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Bank's rights and obligations under this AgreementAgreement and the Ancillary Agreements, such Lender Bank shall cease to be a party heretohereto and thereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Neither Borrower nor the Servicer shall have the right to assign its rights or obligations under this Agreement. (b) Any Lender may at any time and from time to time assign to one or more Eligible Assignees Persons (“Purchasing Lenders”) all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit C hereto (includingthe “Assignment and Acceptance”) executed by such Purchasing Lender and such selling Lender. In addition, without limitationexcept with respect to an assignment to an Affiliate of such Lender, all so long as no Early Termination Event or a portion Unmatured Termination Event has occurred and is continuing at such time, the written consent of its Commitment and the Advances owing Borrower (such consent not to it); provided, however, that (ibe unreasonably withheld or delayed) each such assignment shall be required prior to the effectiveness of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect any such assignment; provided that the Borrower shall be deemed to have consented to any such assignment, (1) assignment unless it shall object thereto by written notice to the Administrative Agent and the assigning Lender shall no longer have within ten (10) Business Days after having received written notice thereof. Each assignee of a Lender must be an Eligible Assignee and must agree to deliver to the Administrative Agent, promptly following any Commitment or (2) request therefor by the amount Managing Agent for its Lender Group, an enforceability opinion in form and substance satisfactory to such Managing Agent. Upon delivery of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the executed Assignment and Acceptance with respect to the Administrative Agent, such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment selling Lender shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for released from its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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, obligations hereunder to the extent that rights of such assignment. Thereafter the Purchasing Lender shall for all purposes be a Lender party to this Agreement and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Borrower, the Lenders or the Administrative Agent shall be required. Notwithstanding the foregoing, no assignment shall be made to (yA) the Borrower or any of the Borrower’s Affiliates, (B) to any Defaulting Lender assignor or (C) a natural person. (c) By executing and delivering an Assignment and Acceptance, the Purchasing Lender thereunder shall, and the selling Lender thereunder confirm to and agree with each other and the extent that rights and obligations hereunder have been assigned by it pursuant to other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, relinquish its rights such selling Lender makes no representation or warranty and be released from its obligations under assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of an assigning Lender’s rights and obligations under this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Purchasing Lender confirms that it has received a copy of this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.114

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days' notice to VFCC, the Deal Agent, the Liquidity Agent and S&P and Xxxxx'x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Investor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each Loan of the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) 84 shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Investor's Loan, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the 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, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent, (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent and VFCC for all fees, costs and expenses (including, without limitation, the assignee is an Affiliate such Lenderreasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by the Deal Agent, the Liquidity Agent and VFCC, respectively, in which case no fee connection with such assignment and (vi) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agent or VFCC 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, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal 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 Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender an Investor hereunder and (yii) the Lender 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 the remaining portion of an assigning Lender’s Investor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may ------------------------------ and, if demanded by the Borrower in the event that at any time any Lender shall cease to have the Required Lender Rating, upon at least 5 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 under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment -------- ------- shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment or (2) an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and increments or an integral multiple of $1,000,000 in excess thereof thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the 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 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (xA) 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 (yB) 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Loans, its Notes, and the Advances owing to itits Revolving Credit Commitment); provided, however, that (i) each such assignment shall be to an Eligible Assignee; (ii) each such assignment by a Lender shall (A) be of an equal percentage of all of its rights and obligations under both the Revolving Credit Facility and the 364 Day Facility, (B) be of a constant, and not a varying, percentage of all of its rights and obligations under this Agreement and its Notes and under the 364 Day Facility Credit Agreement and the promissory notes issued thereunder and (C) result in the assigning Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the 364 Day Facility and the assignee Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the 364 Day Facility; and (iii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Agreement and under the 364 Day Facility Credit Agreement, any partial assignment of a Lender's Revolving Credit Commitment and its 364 Day Facility Commitment shall be in an aggregate amount at least equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof; (iv) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning no Lender shall no longer have make any assignment that would result in the sum of its Revolving Credit Commitment or (2) the amount of the and its 364 Day Facility Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be being less than $5,000,000 and increments 15,000,000; (v) in the event a Lender assigns all of $1,000,000 in excess thereof (iii) each its Revolving Credit Commitment, such assignment shall be to an Eligible Assignee, must include all of its Competitive Bid Loans; and (ivvi) the parties to each such assignment shall execute and deliver to the Agent, 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 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. Upon such execution, delivery, and acceptance and recording, from and after the effective date specified in each of 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 of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Agreement; provided, the assigning Lender shall be entitled to reimbursement from the Borrower with respect to amounts payable pursuant to Sections 4.01, 4.05, 4.06, 11.06 and 11.11 in connection with events prior to such assignment; provided further, to the extent the Borrower makes any such payments to the assigning Lender, the Borrower shall not be required to also pay the assignee such amounts. Upon the consummation of any assignment pursuant to this Section, the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 4.06. (andb) The Agent shall maintain at its Principal Office a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the case Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of an Assignment and Acceptance covering executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto. (d) Each Lender may sell participations to one or more Persons in a portion of its rights, obligations or rights and obligations under this Agreement (including all or the remaining a portion of an assigning Lender’s its Commitment or its Loans); provided, however, that (i) such Lender s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article IV and the right of setoff contained in Section 11.04, and (iv) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender s rights and obligations under this Agreement, and such Lender shall cease retain the sole right to be a party heretoenforce the obligations of the Borrower relating to its Loans and its Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes, or extending its Revolving Credit Commitment). Any (e) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time (i) upon notice to the Borrower assign and the Agent, assign pledge all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of Loans and its rights hereunder, including Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank; provided, that no . No such pledge or assignment shall release the assigning Lender from its obligations hereunder. (f) Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.03 hereof. (g) The Borrower may not assign any rights, powers, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of its obligations hereunder.all the Lenders. 11.02

Assignments and Participations. (a) Each Lender may and, if requested by the Borrower upon notice by the Borrower delivered to such Lender and the Designated Agent pursuant to clause (ii) of Section 2.16 will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount (without duplication) of the Commitment and the pro-rata share of each outstanding Advances of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignmentAcceptance) shall not be less than $5,000,000 (unless the assigning Lender shall assign its entire interest hereunder or such lesser amount is previously agreed among such assigning Lender, the Designated Agent and increments the Borrower) or an integral multiple of $1,000,000 500,000 in excess thereof thereof, (iii) each such assignment shall be to an Eligible Assignee, Assignee and (iv) the parties to each such assignment (other than the Borrower) shall execute and deliver to the Designated Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 (unless 3,500, provided that the assignor is a Lender and the assignee is an Affiliate such LenderDesignated Agent may, in which its sole discretion, elect to waive such processing and recordation fee in the case no fee shall be required))of any 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 52 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may 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 under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Xxxxxx's rights and obligations under this DB1/ 139452285.4144571789.3 133 Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Xxxxxx being assigned pursuant to each such assignment (in each case 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 not in no event be less than the lesser of (A) $5,000,000 and increments or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Xxxxxx's Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the AgentAdministrative Agent (with a copy to the Borrower), for its acceptance and recording in the Lender Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Administrative Agent, (unless v) the assignor is 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 assignee is an Affiliate such Lender, in which case no fee confidentiality provisions of Article Twelve and (vii) there shall be required))no increased costs, expenses or Taxes incurred by the Administrative Agent or any Lender Group upon assignment or participation. Upon such execution, delivery, acceptance delivery and recordingrecording by the Administrative Agent, from and after the effective date specified in each Assignment and Acceptance, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (yii) 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any (b) By executing and delivering an Assignment and Acceptance, the Lender may at any time assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) upon notice 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 Borrower and the Agentexecution, assign all legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any portion of its rights hereunder to an Affiliate of such Lender other instrument or to another Lender 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 notice 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 consent 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 Borrower or obligations which by the Agent, pledge terms of this Agreement are required to be performed by it as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereundera Lender.

Assignments and Participations. (a) Each Subject to the provisions of Section 11.11(j), after first obtaining the approval of Agent and Borrower, which approval will not be unreasonably withheld (and which approval from Borrower shall not be required upon the occurrence and during the continuance of an Event of Default), each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement in accordance with the provisions of this Section (including, including without limitation, limitation all or a portion of its Commitment and the Advances Loans owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this AgreementAgreement and the assignment shall cover the same percentage of such Lender's Commitment and Loans, (ii) after giving effect to any such assignmentunless Agent and Borrower otherwise consent (which consent of Borrower shall not be required upon the occurrence and during the continuance of an Event of Default), (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each of the assigning Lender and the being assigned to an Eligible Assignee party that is not already a Lender hereunder (provided such Lender was also a Lender on the Closing Date) pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall in no event be to less than Five Million Dollars ($5,000,000) and shall be an Eligible Assigneeintegral multiple of One Million Dollars ($1,000,000), and (iviii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance approval and recording in the Registeracceptance, an Assignment and Acceptance, Assumption and (iv) Agent shall receive from the assignor or assignors for its sole account a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)3,500). Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and AcceptanceAssumption, (xA) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been validly and effectively assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (yB) the Lender Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been validly and effectively assigned by it pursuant to such Assignment and AcceptanceAssumption, 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may (and shall if requested to do so by the Borrower pursuant to Section 2.11(c)) assign to one or more Eligible Assignees any Person, all or a portion of its rights and obligations under this Agreement and the Notes (including, without limitation, all or a portion of its Commitment and Revolving Credit Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such other than in the case of an assignment shall be of to a constantPerson, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party that immediately prior to such assignment was a Lender, or an Affiliate of a Lender (in each case determined as of whereupon notice thereof shall promptly be given to the date of Borrower and the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) Administrative Agent), each such assignment shall be to an Eligible AssigneeAssignee to which the Borrower and the Administrative Agent have consented (with respect to an assignment of all of such Lender's rights and obligations hereunder, such consents may not be unreasonably withheld), (ii) unless such assignment shall be made to a Person that, immediately prior to such assignment was a Lender, or an Affiliate of a Lender (whereupon notice thereof shall promptly be given to the Borrower and the Administrative Agent), such assignment shall be for all of such assigning Lender's rights and obligations under the Loan Documents or shall be for a minimum amount of such assigning Lender's Commitment hereunder (together with those rights and obligations related thereto) equal to $10,000,000 or a multiple of $1,000,000 in excess thereof, and (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (unless the assignor is a Lender and if the assignee is an Affiliate such not already a Lender, in which case no fee shall be required)). 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 five Business Days after the execution and delivery thereof to the Administrative Agent, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender With the prior consent of CWI (which consent shall not be unreasonably withheld or delayed), LaSalle National Bank may assign to one or more Eligible Assignees banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including, including without limitation, limitation all or a portion of its Commitment and Commitments, the Advances Loans owing to it, and participation in Letters of Credit); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all LaSalle National Bank's rights and obligations under this Agreement, (ii) after giving effect to any such assignmentunless CWI otherwise consents, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment Commitments of LaSalle National Bank being assigned pursuant to each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than Five Million Dollars ($5,000,000 5,000,000) and increments shall be an integral multiple of One Million Dollars ($1,000,000 in excess thereof 1,000,000) and (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 approval and recording in the Registeracceptance, an Assignment and AcceptanceAcceptance in the form of EXHIBIT L hereto (an "ASSIGNMENT AND ACCEPTANCE"); PROVIDED, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such FURTHER that any Lender, in which case no fee without the consent of the Agent or CWI, may assign all or part of its rights and obligations to any Affiliate of the assigning Lender, but shall not be required))permitted to make any other assignments. Upon such execution, delivery, approval and acceptance of the Assignment and recordingAcceptance, from and after upon the effective date specified in each Assignment and Acceptancetherein, (xa) 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 (yb) the Lender 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it) with (and only with and subject to) the prior written consent of the Agent and each Issuing Bank (which shall not be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, the Borrower (which shall not be unreasonably withheld or delayed); provided, however, that any Lender may, without the consent of the Borrower, at any time assign to another Lender, an Approved Fund or an Affiliate of such assignor Lender all or a portion of its rights and obligations under this Agreement; and provided, further, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment or (2) an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and increments 10,000,000 or an integral multiple of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assigneethereof, and (iviii) 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 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. 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, 2.12, 2.14, 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 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Any Bank may assign at any time (with the consent of the Company, such consent not to be unreasonably withheld or delayed, the consent of the Agent, such consent not to be unreasonably withheld or delayed, and the consent of the Issuing Bank) sell to one or more Eligible Assignees banks or other entities whose long-term unsecured debt is rated at least "A" or the equivalent by S&P and Xxxxx'x (a "PURCHASING BANK") all or a portion any part of its rights and obligations under this Agreement (includingand any DSR Note which, without limitationexcept in the case of an assignment to a Person that, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any immediately before such assignment, (1) the assigning Lender was a Bank, shall no longer have any Commitment or (2) the be in an amount of the Commitment of each of the assigning Lender and the Eligible Assignee party equal to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (x) $5,000,000 and increments (y) 33 1/3% of $1,000,000 in excess thereof (iii) each such assignment shall be the Maximum Stated Amount pursuant 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, and a processing and recordation fee of $3,500 (unless executed by such Purchasing Bank, such transferor Bank, the assignor is a Lender Agent and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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 Issuing Bank (and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate thereof, by the Company). Upon (i) such execution of such Assignment and Acceptance covering and (ii) delivery of a copy thereof to the Company and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all or purposes be a Bank party to this Agreement and shall have all the remaining portion of an assigning Lender’s rights and obligations of a Bank under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower same extent as if it were an original party hereto with the Percentage Interest as set forth in such Assignment and Acceptance, which shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank and the Agent, assign resulting adjustment of Percentage Interests arising from the purchase by such Purchasing Bank of all or any a portion of its the rights hereunder to an Affiliate and obligations of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or transferor Bank under this Agreement and any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderDSR Note.

Assignments and Participations. (a) Each Lender may may, and if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or during a period when the Borrower is making the increased payments contemplated by Section 2.14(a) or making indemnification for taxes under Section 2.14(c), upon at least 20 Business Days' notice to such Lender and the Agent) will, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations as a Lender under this Agreement and the Revolving Notes (including, without limitation, all or a portion of its Commitment and Commitment, the Revolving Advances owing to itit and the Revolving Note or Notes held by it in respect of the Revolving Advances); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this AgreementAgreement and the Revolving Notes , (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each and/or Revolving Advances of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and increments shall be an integral multiple of $1,000,000 in excess thereof thereof, (iii) each such assignment shall be to an Eligible AssigneeAssignee approved by the Borrower (which approval shall not be unreasonably withheld), and (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 (at its expense, including, without limitation, payment of the processing and recordation fee referred to in subclause (vi) hereof) after consultation with the Agent, shall be to an Eligible Assignee acceptable to the Majority Lenders 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 which 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 made 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 Revolving 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 the Revolving Notes, (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 Revolving Note or Notes subject to such assignment and a processing and recordation fee of $3,500 2,500 and (unless the assignor is a Lender vii) all other costs and the assignee is an Affiliate expenses relating to each such Lender, in which case no fee assignment shall be required))borne by the parties thereto. 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 under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this AgreementAgreement and Revolving Notes, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of the Loans owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Loans being assigned pursuant to each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the assignor's entire interest, except (x) with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld or delayed), or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Loans to another existing Lender or Lenders or a fund or trust entity that invests in bank loans and is advised by or managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor only, provided that the aggregate amount of the Loans retained by the assignor shall in no event be less than $5,000,000 5,000,000, and increments of $1,000,000 in excess thereof (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, and (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 (unless Indemnity with respect to such Notes satisfactory to the assignor is a Lender and the assignee is an Affiliate Administrative Agent) subject to such Lender, in which case no fee shall be required))assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, with the written consent of the Agent and, if a Default or Event of Default does not exist, the Borrower (provided that no written consent of the Agent and (if applicable) the Borrower shall be required in connection with any assignment by a Lender to any Affiliate thereof), assign to one or more Eligible Assignees other lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loans made by it, and the Advances owing to Notes held by it); provided, however, that (i) such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender's Commitment), (ii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender Agreement and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with any Note subject to such assignment and such parties shall deliver to the Agent a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (xor such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto "Lender" hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such not adversely affect the Borrower's rights under this Agreement except that the assigning Lender from any of its shall not be responsible for the obligations hereunderassigned.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Revolving Credit Commitment, the Revolving Credit Loans made by it, the Revolving Credit Notes held by it and the Advances owing to itits Pro Rata Share of Letter of Credit Obligations); provided, however, that (i1) the consent of the Agent and Borrower shall not be required for any such assignment by a Lender to one or more of such Lender’s Affiliates, (2) each such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Revolving Credit Commitment), (3) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii4) after giving effect to any such assignment, (1) the assigning Lender assignee shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender execute and the Eligible Assignee party to such assignment (in each case determined as of the date of the deliver an Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof the Agent, (iii) each such assignment shall be to an Eligible Assignee, and (iv5) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, and together with any Revolving Credit Notes subject to such assignment, (6) such parties shall deliver to the Agent a processing and recordation fee of $3,500 (unless except in the assignor is case of any assignment by a Lender and the assignee is an Affiliate such Lender, to one or more of its Affiliates in which case such fee will not be payable), and (7) such assignee shall reimburse the Agent for any out-of-pocket expenses (including reasonable legal fees) incurred in connection therewith. Notwithstanding the foregoing, in no fee event shall any assignment be required))made to any Loan Party or any Affiliate of a Loan Party without the prior written consent of the Required Lenders, which consent may be withheld by the Required Lenders in their sole and absolute discretion. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (xor such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto “Lender” hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such not adversely affect the Borrower’ rights under this Agreement except that the assigning Lender from any of its shall not be responsible for the obligations hereunderassigned.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (A) $5,000,000 10,000,000 and increments (B) the quotient derived from dividing the product of (x) $1,000,000 in excess thereof 10,000,000 times (y) the aggregate amount of all Commitments (determined as of the date of the Assignment and Acceptance with respect to such assignment) by the greater of (1) $350,000,000 or (2) the aggregate amount of the Commitments, (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, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))2,500. 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 the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, pledge or assign all or any portion of its rights hereunder to an any Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Subject to the provisions of Section 11.7(i), each Lender may sell, 118 126 transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, the Loans owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitment and Loans being assigned pursuant to each such assignment shall in no event be of a constant, and not a varying, percentage of all rights and obligations under this Agreementless than $10,000,000, (ii) after giving effect to any the Administrative Agent shall have approved such assignment, which approval shall not be unreasonably withheld, (1iii) only at such times as (A) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment Commitments held by Bank One, Credit Lyonnais, Wellx Xxxgo and their respective Affiliates is less than $67,000,000 and (B) no Default or Event of each of Default has occurred that is continuing, the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to Borrower shall have approved such assignment) , which approval shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assigneeunreasonably withheld, and (iv) each assignee hereunder shall also be an Eligible Assignee; and provided further that any Lender may assign any interest in the Commitment and the Loans to an Affiliate of the assigning Lender without approval by the Administrative Agent or the Borrower. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 (unless Indemnity with respect to such Notes satisfactory to the assignor is a Lender and the assignee is an Affiliate Administrative Agent) subject to such Lender, in which case no fee shall be required))assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each The Lender may assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loan owing to it and the Advances owing to Promissory Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all rights and obligations under this AgreementAgreement and in principal amount not less than $10,000,000, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Promissory Note subject to such assignment, and a processing and recordation fee of $3,500 (iii) unless (A) the assignor assignment is a Lender and the assignee is to an Affiliate such or successor of the Lender, in which case no fee shall including without limitation Coinbase Asset Management, or (B) there exists at such time a Default or Event of Default, the prior written consent of the Borrower to such assignment is required (such consent not to be required)unreasonably withheld or delayed). Upon such execution, execution and delivery, acceptance and recording, from and after the effective date Original Effective Date of Assignment and Acceptance 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 such rights and obligations of a the 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 such rights (other than its rights under Section 2.09, Section 2.12 and Section 7.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning the Lender’s 's rights and obligations under this Agreement, such the Lender shall cease to be a party hereto). Any If the Lender may at any time (i) upon notice to the Borrower and the Agent, assign all transfers or assigns any portion or all of its rights hereunder under the Loan Documents to an Affiliate any other Person, any reference to the Lender in each Loan Document shall thereafter refer to the Lender and to such other Person to the extent of their respective interests, as if such other Person had been a party to this Agreement as of June 26, 2023 up to and including the date of such Lender transfer or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.assignment. 45

Assignments and Participations. The Second Lien Lenders will be permitted to assign loans and commitments (aother than to natural persons, Disqualified Lenders or Second Lien Lenders who have become Disqualified Lenders) Each with the consent of the Borrower (unless an Event of Default has occurred and is continuing or such assignment is an assignment of a Second Lien Loan to a Lender, an affiliate of a Lender may assign to one or more Eligible Assignees all an approved fund or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment managed account) and the Advances owing to it); providedSecond Lien Agent, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as such consent not to be unreasonably withheld or delayed. The Borrower will be deemed to have consented if it has not responded within 15 business days after written request for consent to an assignment of the date of the Assignment and Acceptance with respect Second Lien Loans. Each assignment (except to such assignmentother Second Lien Lenders or their affiliates or approved funds or managed accounts) shall not will be less than $5,000,000 and increments in a minimum amount of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and 5.0 million. The Second Lien Agent will receive a processing and recordation fee of $3,500 (unless 3,500, payable by the assignor is a Lender and/or the assignee, with each assignment. The Borrower will provide the list of Disqualified Lenders to the Second Lien Agent, and the assignee is an Affiliate Second Lien Agent will make the list of Disqualified Lenders available to a Second Lien Lender upon request by such Second Lien Lender. In addition, the Second Lien Loan Documents will provide that assignments of loans under the Second Lien Facility to the Borrower or any of its subsidiaries will be permitted through Dutch auctions open to all Second Lien Lenders on a pro rata basis in accordance with customary procedures, in which each case so long as (i) no fee shall Event of Default has occurred and is continuing or would result after giving effect to any such assignment pursuant to clause (b); and (ii) the Second Lien Loans purchased are automatically and immediately cancelled. The Second Lien Lenders will be required)permitted to participate loans and commitments to other people (except Disqualified Lenders). Upon Voting rights of participants will be limited to matters in respect of (a) increases in commitments participated to such executionparticipant, delivery(b) reductions of principal, acceptance interest (other than default interests) or fees (it being understood and recordingagreed that the waiver of any mandatory prepayment, from default interest, default or event of default will not require the consent of the participant), and after (c) extensions of scheduled amortization, date of payment of interest and any fee or final maturity and (d) releases of all or substantially all of the effective date specified Collateral or all or substantially all of the aggregate value of the Second Lien Guarantees (other than in each Assignment and Acceptanceconnection with any transfer or sale of Collateral or of the relevant Guarantor or any other transaction permitted by the Second Lien Loan Documents). Notwithstanding the foregoing, in no event will the Second Lien Agent be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Second Lien Agent shall not (x) the assignee thereunder shall be ‎be obligated to ascertain, monitor or inquire as to whether any Second Lien Lender or participant or prospective Second Lien Lender or participant is 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 Disqualified Lender hereunder and or (y) the Lender assignor thereunder shallhave any liability with respect to or arising out of any assignment or participation of commitments or loans, or disclosure of confidential information, to the extent that rights and obligations hereunder have been assigned by it pursuant any Disqualified Lender. Exhibit A 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 Exchange Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, upon at least three (3) Business Days’ notice to the Administrative Agent (other than for any assignments from and including the date of this Agreement to and including, if different, the Closing Date), assign to one or more any Eligible Assignees Assignee all or a portion of its rights and obligations Obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment and the Advances Loans owing to it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment shall be assignment, was a Lender, an Affiliate of a constant, and not a varying, percentage Lender or an Approved Fund of any Lender or an assignment of all rights of a Lender’s right and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each of the assigning Lender and the Loans being assigned to such Eligible Assignee party pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) thereof), shall not in no event be less than $5,000,000 and increments of $1,000,000 in excess thereof (iiior such lesser amount as otherwise agreed to by the Administrative Agent) each such assignment shall be to an Eligible Assignee, and (ivii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, Administrative Agent an Assignment and AcceptanceAssumption, and together with (A) a processing and recordation fee of $3,500 (unless such fee is waived at the assignor is a Lender discretion of the Administrative Agent) and the assignee is an Affiliate such Lender(B) all ancillary documents, in which case no fee shall be required))including any Internal Revenue Service tax forms, required thereunder. Upon such execution, delivery, acceptance acceptance, recording and recordingsatisfaction of the conditions set forth in this subsection (a), from and after the effective date specified in each such Assignment and AcceptanceAssumption, (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 Obligations of a Lender hereunder and under the other Loan Documents and other Loan Documents 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, shall relinquish its rights and be released from its obligations Obligations as a Lender 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). Any Lender may at TheEach Borrower shall have no right to assign any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights and Obligations hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all under any other Loan Document or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge interest hereunder or assignment shall release such Lender from any of its obligations hereunderthereunder.

Assignments and Participations. (a) Each Lender may may, with the prior written consent of Exelon, the LC Issuer and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by a 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 under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances owing to it, its participation in Facility LCs and the Note or Notes held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each Amount of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 500,000 or, if less, the entire amount of such Lender’s Commitment, and increments shall be an integral multiple of $1,000,000 in excess thereof 500,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (unless which shall be payable by one or more of the assignor is a Lender parties to the Assignment and Acceptance, and not by any Borrower, and shall not be payable if the assignee is an Affiliate such Lendera Federal Reserve Bank), in which case no fee and (v) the consent of Exelon shall not be required))required after the occurrence and during the continuance of any Event of Default. 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Any Lender may at any time (iNotwithstanding anything contained in this Section 8.07(a) upon notice to the Borrower contrary, (A) the consent of Exelon, the LC Issuer and the Agent, assign all or Administrative Agent shall not be required with respect to any portion of its rights hereunder assignment by any Lender to an Affiliate of such Lender or to another Lender or and (iiB) any Lender may at any time, without notice to or the consent of Exelon, the Borrower LC Issuer or the Administrative Agent, pledge as security and without any requirement to have an Assignment and Acceptance executed, assign all or any portion part of its rights hereunder, including under this Agreement and its Notes to any a Federal Reserve Bank; provided, provided that no such pledge or assignment shall release such the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each The Lender may assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to itNote) (each, an "Assignee"); provided, however, 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the AgentLender, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 . (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (x) the assignee 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 Lender, as the case may be, 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any (c) By executing and delivering an Assignment and Acceptance, the Lender may at any time assignor thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) upon notice other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the Borrower and the Agentany statements, assign all warranties or representations made in or in connection with this Agreement or any portion other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of its rights hereunder any lien or security interest created or purported to an Affiliate of such Lender be created under or to another Lender in connection with, this Agreement or any other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (ii) without notice such assigning Lender makes no representation or warranty and assumes no responsibility with respect to or consent the financial condition of the Borrower or any other Loan Party or the Agent, pledge as security all performance or observance by any portion Loan Party of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.under any Loan Documents or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy 47

Assignments and Participations. (a) Each Lender may may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) 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 under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances owing to itit and its participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each Amount of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 or, if less, the entire amount of such Lender’s Commitment, and increments shall be an integral multiple of $1,000,000 in excess thereof or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 (unless which shall be payable by one or more of the assignor is parties to the Assignment and Acceptance, and not by the Borrower (except in the case of a Lender demand under Section 8.07(g)), and shall not be payable if the assignee is an Affiliate such Lendera Federal Reserve Bank), in which case no fee and (v) the consent of the Borrower shall not be required))required after the occurrence and during the continuance of any Event of Default. 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Any Lender may at any time (iNotwithstanding anything contained in this Section 8.07(a) upon notice to the Borrower contrary, (A) the consent of the Borrower, the LC Issuers, the Swingline Lenders and the Agent, assign all or Administrative Agent shall not be required with respect to any portion of its rights hereunder assignment by any Lender to an Affiliate of such Lender or to another Lender or and (iiB) any Lender may at any time, without notice to or the consent of the Borrower Borrower, any LC Issuer or the Administrative Agent, pledge as security and without any requirement to have an Assignment and Acceptance executed, assign all or any portion part of its rights hereunder, including under this Agreement to any a Federal Reserve Bank; provided, provided that no such pledge or assignment shall release such the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, the Loans owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitments and Loans being assigned pursuant to each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the assignor's entire interest, except (x) with the consent of the Borrower and the Administrative Agent, or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Commitments and Loans to another existing Lender or Lenders only, provided that the aggregate amount of the Commitments and Loans retained by the assignor shall in no event be less than $5,000,000 10,000,000, and increments of $1,000,000 in excess thereof (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, and (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 (unless Indemnity with respect to such Notes satisfactory to the assignor is a Lender and the assignee is an Affiliate Administrative Agent) subject to such Lender, in which case no fee shall be required))assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities acceptable to the Administrative Agent, in the exercise of its reasonable discretion, all or a portion of its such Lender’s rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and or the Advances owing to it); provided, however, that (i) each such except in the case of an assignment shall be of to a constantPerson that, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any immediately before such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) was a Lender, the amount of the Commitment of each or Advances of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall not in no event be less than the lesser of (A) the entire Commitment or all Advances of such Lender at such time and (B) $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee10,000,000, and (ivii) 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 AcceptanceAssumption, and together with a processing and recordation recording fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each the applicable Assignment and AcceptanceAssumption, which effective date shall be at least 5 Business Days after the date of delivery thereof to the Administrative Agent or, if so specified in such Assignment and Assumption, the date of acceptance thereof by the Administrative Agent, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, shall have the rights and obligations of a Lender hereunder and (yii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of except that such Lender or shall continue to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderbe an åIndemnified Personæ under Section 10.7).

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that each such assignment shall be to an Eligible Assignee and the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except in the case of an assignment to a Lender Affiliate, a processing and recordation fee of Cdn.$3,500, and shall send to the Borrowers an executed counterpart of such Assignment and Acceptance, and provided further, however, that (i) except in the case of an assignment to a Lender Affiliate, each such assignment shall be of a constant, and not a varying, percentage of all such Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and being assigned to the Eligible Assignee party assignee pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) must be equal to or greater than Cdn.$10,000,000, or if less, the entire amount of such assigning Lender's "Commitment" (unless the Borrowers and the Administrative Agent shall not otherwise consent, which consent may be less than $5,000,000 withheld for any reason) and increments must be an integral multiple of $1,000,000 in excess thereof Cdn.$1,000,000, and (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 except in the Register, case of an Assignment and Acceptance, and assignment by a processing and recordation fee of $3,500 (unless the assignor Schedule II Lender to a Lender Affiliate thereof that is a Schedule III Bank, any assignment to a Lender and Affiliate will not relieve the assignee is an assigning Lender of its obligation to make Advances hereunder timely in accordance with the terms hereof in the event such Lender Affiliate such Lender, in which case no fee shall be required))fail to do so. Upon such the execution, delivery, acceptance and recordingrecording of each Assignment and Acceptance by the parties thereto, from and after the effective date specified in each such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, subject to clause (iii) above, 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 in the circumstances contemplated in clause (iii) above, the 101 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 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any , provided, however, such assigning Lender may at shall retain any time (i) upon notice claim with respect to any fee, interest, cost, expense or indemnity which accrues, or relates to an event that occurs, prior to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate date of such Lender assignment pursuant to Section 2.03, 2.06, 2.12, 2.13, 2.16 or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder9.04.

Assignments and Participations. (a) Each At any time after the Initial Funding Date, each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, Loans or interest in the Advances owing to itLetters of Credit); provided, however, that (i) each such assignment in respect of Commitments or Loans shall be of a constant, and not a varying, cover the same percentage of all rights such Lender's Commitment, Loans and obligations under this AgreementLetter of Credit Obligations, (ii) after giving effect to any such assignmentunless the Administrative Agent and the Borrower otherwise consent, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and increments shall be an integral multiple of $1,000,000 100,000 (unless the assigning Lender's Commitment, Loans and Letter of Credit Obligations are less than $5,000,000, in excess thereof which case the assignment may be in the amount of such Commitment, Loans and Letter of Credit Obligations) provided that assignments between Lenders shall have no minimum amount, (iii) each except in respect of assignments between Lenders and their Affiliates or any assignment by a Lender in connection with the sale of all or substantially all of its assets, the Borrower shall consent (which consent shall not be unreasonably withheld) and the Administrative Agent and the Issuing Banks shall consent to such assignment (which shall not be to an Eligible Assignee, unreasonably withheld) and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, Administrative Agent an Assignment and Acceptance, and a together ================================================================= with processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,000. Upon such execution, delivery, acceptance and recording, from 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.,

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the assigning Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be 109 approved by the Deal Agent; (unless iv) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and expenses (including, without limitation, the assignee is an Affiliate such Lenderreasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent and any other Lenders) incurred by the Deal Agent or any other Lenders, respectively, in which case no fee connection with such assignment; and (v) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent or any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal 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 Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 (yB) 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). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each The Lender may may, with the express prior written consent of the Deal Agent (in its sole discretion) upon at least 30 days notice to the Deal Agent and the Collateral Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the Lender’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of the Lender being assigned pursuant to each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and increments 15,000,000 or an integral multiple of $1,000,000 in excess thereof of that amount and (B) the full amount of the Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, and ; (iv) the parties to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (unless v) the assignor is a Lender parties to each such assignment shall have agreed to reimburse the Deal Agent and the assignee is an Affiliate such LenderCollateral Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Deal Agent) incurred by the Deal Agent and the Collateral Agent, respectively, in which case no fee connection with such assignment; and (vi) there shall be required))no increased costs, expenses or taxes incurred by the Deal Agent or the Collateral Agent upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Collateral Agent and the recording by the Deal 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 Deal Agent and the Collateral Agent, unless a later date is specified therein, (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a the Lender hereunder and (yii) 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 the assigning LenderXxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender and the Issuing Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, commitment to issue Letters of Credit, the Loans and Letter of Credit Outstandings owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitments, Loans and Letter of Credit Outstandings being assigned pursuant to each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the assignor's entire interest, except (x) with the consent of the Borrower and the Administrative Agent, or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Commitments, Loans and Letter of Credit Outstandings to another existing Lender or Lenders only, provided that the aggregate amount of the Commitments, Loans and Letter of Credit Outstandings retained by the assignor shall in no event be less than $5,000,000 10,000,000, and increments of $1,000,000 in excess thereof (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, and (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 (unless Indemnity with respect to such Notes satisfactory to the assignor is a Lender and the assignee is an Affiliate Administrative Agent) subject to such Lender, in which case no fee shall be required))assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and 108 117 obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Union Bank may assign to one or more Eligible Assignees banks or other entities, and any Bank may assign (i) to any other Bank, (ii) to any bank or other entity as necessary, or as reasonably deemed by such assigning Bank to be appropriate, in order to comply with or implement any Governmental Rule or Governmental Action affecting such Bank or (iii) to any Subsidiary or other affiliate of such Bank, all of or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances Loans owing to itit and its participations in outstanding Letters of Credit); provided, however, that (iA) each such except in the case of an assignment shall be of to a constantPerson that, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any immediately before such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) was a Bank, the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party Bank being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than five million dollars ($5,000,000 and increments of $1,000,000 in excess thereof (iii5,000,000) each such assignment shall be to an Eligible Assignee, and (ivB) 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, and a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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 five (x5) Business Days after the date of delivery thereof to the Agent or, if so specified in such Assignment and Acceptance, the date of acceptance thereof by the Agent, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender Bank hereunder and (y2) the Lender 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. (b) By executing and delivering an Assignment and Acceptance, the Bank 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 Bank makes no represen- tation 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; (andii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any Affiliate or any of their respective Subsidiaries or the performance or observance by the Borrower or any Affiliate of any of their respective obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 6(e) of the FOC Guaranty and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it may deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the 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 that by the terms of this Agreement are required to be performed by it as a Bank. (c) The Agent shall maintain at its address set forth in Section 9.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and the amount of Obligations owing to, each Bank from time to time (the "Register"). The entries in the case Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance covering executed by an assigning Bank and an assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in proper form and if such assignee is acceptable to the Agent, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (e) Each Bank may sell participations to one or more banks or other entities in or to all or the remaining a portion of an assigning Lender’s its rights and obligations under this AgreementAgreement (including all or a portion of its Commitments, such Lender shall cease the Loans owing to be a party heretoit and its participations in outstanding Letters of Credit). Any Lender may at any time ; provided, however, that (i) upon notice such Bank's obligations under this Agreement (including its Commitment to the Borrower and the Agenthereunder) shall remain unchanged, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and (iv) no partici- pant under any such participation shall have any right to approve any amendment or waiver of any provision of any Credit Document, or any consent of to any departure by the Borrower or any Affiliate therefrom, except to the Agentextent that such amendment, pledge as security waiver or consent would reduce the principal of, or interest on, the Loans or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substan- tially all of the Collateral, except as provided in the Credit Documents. (f) Any Bank may, in connection with any portion assignment or participation or proposed assigned or participation pursuant to this Section 9.8, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.the Borrower. Section 9.9

Assignments and Participations. (a) Each Borrower and each Committed Lender may assign to one or more Eligible Assignees all or a portion of its rights hereby agree and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and increments of $1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver consent to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee complete or partial assignment by each CP Lender of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required)). 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 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any Lender may at any time (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder under, interest in, title to an Affiliate of such Lender or and obligations under this Agreement (i) to another Lender or its Liquidity Banks pursuant to a Liquidity Agreement, (ii) (A) to any other issuer of commercial paper notes sponsored or administered by the Managing Agent of such CP Lender’s Lender Group (or, in the case of the Lender Group for which KEF acts as Managing Agent, to any other issuer of commercial paper notes sponsored or administered by such Managing Agent or for which Liberty Hampshire Company, LLC provides services) or (B) to any Lender or any Affiliate of a Lender hereunder, or (iii) to any other Person; provided that, prior to the occurrence of an Early Termination Event, such CP Lender may not make any such assignment pursuant to this clause (iii), except in the event that the circumstances described in Section 11.1(c) occur, without notice to or the consent of the Borrower (which consent shall not be unreasonably withheld or the Agentdelayed). Upon such assignment, pledge as security such CP Lender shall be released from its obligations so assigned. Further, Borrower and each Committed Lender hereby agree that any assignee of any CP Lender of this Agreement or all or any portion of the outstanding Advances of such CP Lender shall have all of the rights and benefits under this Agreement as if the term “CP Lender” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of such CP Lender hereunder. Neither Borrower nor the Servicer shall have the right to assign its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderunder this Agreement.

Assignments and Participations. (a) Each Lender Any Bank may assign to one or more Eligible Assignees Persons (other than a natural Person) all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Commitment, Letter of Credit Participations and the Advances owing to itLoans); provided, however, provided that (i) each of the Administrative Agent, the Issuing Bank and, unless such assignment is to an Affiliate of such Bank or an Event of Default pursuant to Section 6.01(f) hereof has occurred and is continuing, the Borrower shall consent to such assignment (each such consent not to be of a constant, and not a varying, percentage of all rights and obligations under this Agreementunreasonably withheld or delayed), (ii) after giving effect to any such assignment, (1) except in the case of an assignment of the entire remaining amount of the assigning Lender shall no longer have any Commitment or (2) Bank's Commitment, Letter of Credit Participations and the RC Loans at the time owing to it, the amount of the Commitment (which for this purpose includes Letter of each Credit Participations and RC Loans outstanding thereunder) of the assigning Lender and the Eligible Assignee party Bank subject to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Administrative Agent, the Issuing Bank and, so long as no Event of Default pursuant to Section 6.01(f) hereof has occurred and increments of $1,000,000 in excess thereof is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed), (iii) each such partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement with respect to an Eligible Assigneethe RC Loans, Letter of Credit Participations and Commitment assigned, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, Administrative Agent an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 (unless the assignor is a Lender and the assignee is an Affiliate such Lender, in which case no fee shall be required))3,500. Upon such execution, delivery, Subject to acceptance and recordingrecording thereof by the Administrative Agent pursuant to paragraph (b) of this Section 8.08, 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 of the interest assigned to it pursuant to by such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Bank under this Agreement, and (y) the Lender assignor assigning Bank thereunder shall, 40 to the extent that rights and obligations hereunder have been of the interest 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 a Assignment and Acceptance covering all or of the remaining portion of an assigning Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Any Lender may at any time assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (ic) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderthis Section 8.08.