Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative AgentAgent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) or (h) shall to the extent required by such Section, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by itits participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lenderassigning Xxxxxx’s rights and obligations under this Agreement, (ii) the aggregate amount Commitment Amount of the Commitments or Advances assigning Xxxxxx being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 10,000,000 (or such lesser amount as shall be approved by unless each of the Borrower and the Administrative Agent andotherwise consent) or, so long as no Default shall have occurred and be continuing at if less, the time of 109 effectiveness entire amount of such assignmentLender’s Commitment, the Borrowers)and shall be an integral multiple of $1,000,000 or such Xxxxxx’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and

Assignments and Participations. (a) Each Lender maymay and, if demanded by any Borrower (following a demand by such Lender pursuant to Section 2.12 or 2.15) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender shall have obtained the prior written consent of the Administrative Agent, the Issuing Bank and, other than in the case of an assignment to an Affiliate of such Lender, another Lender or its Affiliate, or assignments of the type described in subsection (g) below and unless a Default or an Event of Default has occurred and is continuing, Rayonier, in each case such consent not to be unreasonably withheld or delayed, (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as and shall be approved by an integral multiple of $1,000,000 unless Rayonier and the Administrative Agent andotherwise agree, so long as no Default shall have occurred and be continuing at if the time assigning Lender is assigning less than all of 109 effectiveness of its Commitments after giving effect to such assignment, the Borrowers)amount of the commitment of the assigning Lender shall be equal to or greater than $5,000,000, (iiiiv) each such assignment shall be to an Eligible Assignee, (ivv) except each such assignment made as a result of a demand by the applicable Borrower pursuant to this Section 8.07(a) shall be arranged by such Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the applicable Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either such Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the case aggregate outstanding principal amount of the Revolving Credit Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, its proportionate interest in LC Exposure and all other amounts payable to such Lender under this Agreement, (vii) each such assignment shall include an assignment by a Person that, immediately prior to such assignment, was a Lender, to one Lender of its Affiliatesproportionate interest in LC Exposure, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (vviii) the parties to each such assignment shall electronically execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Agent, manually) and pay to the Administrative Agent a processing and recordation fee of $3,500 (such fee payable by the assignor or assignee, as agreed by the parties, and which fee may be waived or reduced in the sole discretion of the Administrative Agent), for its acceptance and recording in the Register. Upon such execution, an delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, together with any Note or Notes subject (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 Assignment and Acceptance, have the rights and obligations of a processing Lender hereunder and recordation fee (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 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 $3,500an 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).

Assignments and Participations. (a) Each Lender Lender, with the consent, not to be unreasonably withheld, of PDL, the Administrative Agent and the Issuing Bank, may, and, in the case of a Lender if demanded by the Borrowers (following a demand by such Lender pursuant to Section 2.09) upon at least five (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 including, without limitation, all or a portion of its Commitment, 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the FacilitiesFacility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) except in the case of an assignment of all of a Lender’s rights and obligations under this Agreement, the remaining Commitment of the assigning Lender shall in no event be less than $10,000,000, (iv) each such assignment shall be to an Eligible Assignee, (ivv) except in the case each such assignment made as a result of an assignment a demand by a Person that, immediately prior PDL pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 9.07(a) shall be permitted without the consent of arranged by PDL after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (vi) no Lender shall be obligated to make any such assignment as no Default a result of a demand by PDL pursuant to this Section 9.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts then due and payable to such Lender under this Agreement and (vvii) 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 and such Assignee will accede to such assignment the terms of the ICA (if not already a party thereto as a TI Bond Facility Creditor) and pay a processing and recordation fee of $3,500; provided further that if such assignment is to an Eligible Assignee which is a direct or indirect wholly owned Subsidiary or Affiliate of any Lender or the controlling corporation of such Lender, no consent of the Borrower shall be required for such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, 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). Notwithstanding the foregoing provisions of this Section 9.07(a), no such assignment will be made to any Defaulting Lender or its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment under this Section 9.07(a) will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full share of all Advances pro rata on the basis of its original Commitment. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender with the consent of the Borrower and the Administrative Agent, which consents shall not be unreasonably withheld or delayed (it being agreed that notwithstanding anything herein, including the proviso set forth below, (x) prior to the Effective Date, the Borrower may withhold such consent in its sole discretion and (y) during the Certain Funds Period the Borrower may withhold such consent in its sole discretion unless a Certain Funds Event of Default has occurred and is continuing) and, in the case of the Borrower, (A) shall not be required while an Event of Default (or during the Certain Funds Period a Certain Funds Event of Default) has occurred and is continuing and (B) shall be deemed given if the Borrower shall not have objected within 10 Business Days following its receipt of notice of such assignment (and, within five days after demand by the Borrower (with a copy of such demand to the Administrative Agent) to (i) any Defaulting Lender, (ii) any Lender) that has made a demand for payment pursuant to Section 2.11 or 2.14, (iii) any Lender that has asserted pursuant to Section 2.08(b) or 2.12 that it is impracticable or unlawful for such Lender to make Advances or (iv) any Non-Consenting Lender, such Lender will), assign to one or more Eligible Assignees Persons (other than natural persons) all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, Commitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.:

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b) upon at least five 20 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund affiliate of any Lender a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Revolving Credit Note or Notes requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender 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 SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.

Assignments and Participations. (a) Each Lender maymay sell, upon at least five Business Days’ notice to such Lender and the Administrative Agenttransfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitmentrights and obligations with respect to the Revolving Loans, the Advances owing to it Swing Loans and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a uniformthe assigning Lender's Revolving Credit Outstandings and Revolving Credit Commitment, and not a varying, such assignment shall cover the same percentage of all rights such Lender's Revolving Credit Outstandings and obligations under and in respect of any or all of the FacilitiesRevolving Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (or such lesser amount as shall be approved by A) with the consent of the Company and the Administrative Agent andor (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, so long as no prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Company shall not be required for any assignment that occurs when any Event of Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500continuing.

Assignments and Participations. (a) Each Lender maymay and, so long as no Default has occurred and is continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five 10 Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreements, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliatespayment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default until the Administrative Agent shall have occurred and be continuing at notified the time Lender Parties that syndication of effectiveness of such assignmentthe Commitments hereunder has been completed, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender Bank may, upon at least five Business Days’ notice to such Lender and obtaining the Administrative Agentprior written consent of the Company (which consent 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under and in respect of any or all of the Facilitiesso assigned, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Bank being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall in no event not be less than $5,000,000 (or such lesser amount as 10,000,000 and shall be approved by an integral multiple of $1,000,000 unless the Administrative Company and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, and (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,000; and provided, further, that, notwithstanding the foregoing, each Bank may, without the consent of the Company and without the payment of the processing and recordation fee, assign to one or more Affiliates of such Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least two Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14 or a notification by such Lender pursuant to Section 2.12) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay sell, upon at least five Business Days’ notice to such Lender and the Administrative Agenttransfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitmentrights and obligations with respect to the Revolving Loans, the Advances owing to it Swing Loans and the Note or Notes held by itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a uniformthe assigning Lender's Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender's Revolving Credit Outstandings and obligations under and in respect of any or all of the FacilitiesRevolving Credit Commitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (or such lesser amount as shall be approved by A) with the consent of the Borrower and the Administrative Agent andor (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, so long as no and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2 (Assignments and Participations), the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500continuing.

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b), 2.05(c) or 2.06(b) upon at least five 20 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund affiliate of any Lender a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Revolving Credit Note or Notes requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender 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 SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Guarantor (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment or Advances Unissued Letter of Credit Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Guarantor and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment made as a result of a demand by the Guarantor pursuant to this Section 9.07(a) shall execute be arranged by the Guarantor after consultation with the Agent and deliver to shall be either an assignment of all of the Administrative Agent, for its acceptance rights and recording in obligations of the Register, assigning Lender under this Agreement or an Assignment assignment of a portion of such rights and Acceptance, together obligations made concurrently with any Note or Notes subject to another such assignment or other such assignments that together cover all of the rights and a processing and recordation fee obligations of $3,500.the assigning Lender under this Agreement,

Assignments and Participations. (a) Each Lender may, and so long as no Default or Event of Default shall have occurred and be continuing, if demanded by RenRe (following a demand by such Lender pursuant to Section 2.12) upon at least five (5) Business Days’ Days notice to such Lender and the Administrative Agent, will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its L/C Commitment, its L/C Participation Interest and the Letter of Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under of such Lender hereunder, except for any non-pro rata assignment made by any Affected Lender pursuant to Section 2.14 (and in respect of any or all subsequent non-pro rata assignment of the Facilitiesinterest so assigned by the Affected Lender) and any other non-pro rata assignment approved by the Administrative Agent and RenRe, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the L/C Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser 10,000,000 unless it is an assignment of the entire 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 109 effectiveness of such assignment, the Borrowers)assignor’s L/C Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case each assignment made as a result of an assignment a demand by a Person that, immediately prior RenRe pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments Section 2.12 shall be permitted without the consent of arranged by RenRe after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by RenRe pursuant to Section 2.12 unless and until such Lender shall have occurred received one or more payments from either the applicable Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Letter of Credit Advances made by such Lender, together with accrued interest thereon to the date of payment of such principal amount and be continuing at the time of effectiveness all other amounts payable to such Lender under this Agreement, (vi) as a result of such assignment, BMCA (in each case, which consents no Account Party shall not be unreasonably withheldsubject to additional amounts under Section 2.6(a) or Section 2.8 and (vvii) 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 $3,5003,500.00. In connection with each assignment permitted hereunder, RenRe agrees to cause to be provided to the assignee, upon request, the opinions described in Section 3.1(i)(I) (whether by a reliance provision in the original opinion or by a reliance letter or new opinion delivered to the assignee).

Assignments and Participations. (a) Each Lender maymay with the consent of the Administrative Agent and the Borrower and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13 and so long as no Default has occurred and is continuing) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 8.07(a) shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Revolving Credit Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent (and in the case of an assignment of any Swing Line Commitment, the Sub-Agent) and with the prior consent of each Swing Line Lender (in the case of any assignment of any Revolving Credit Commitment) and the Company (which consents shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least five 20 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 including, without limitation, all or a portion of its Revolving Credit Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it or, in the case of a Swing Line Lender, all or a portion of its Swing Line Commitment and the Swing Line Advances owing to it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund affiliate of any Lender a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment or Advances Swing Line Commitment (as applicable) of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Revolving Credit Note or Notes requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender 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 SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent and with the consent of the Company and, if demanded by the Company (following a demand by such Lender pursuant to Section 2.11 or Section 2.14 or pursuant to Section 2.06(b)) upon at least five 20 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances and L/C Obligations owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) including with respect to L/C Obligations and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,500.. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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

Assignments and Participations. (a) Each Lender maymay ------------------------------ and, if demanded by the Borrowers (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five 5 Business Days’ ' notice to such Lender and the Administrative Agent, will 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, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not -------- ------- a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances and in respect of any or all of the FacilitiesCompetitive Bid Advances owing to it), (ii) except in the case of an assignment to a Person bank or other financial institution that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrowers pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 9.07(a) shall be permitted without arranged by the consent of Borrowers after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either a Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the 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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14 or a notification by such Lender pursuant to Section 2.12) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, provided however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $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 rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender with the prior written consent of the Borrower and the Administrative AgentAgent (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 (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, Commitment and 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a assigning Lender’s rights and obligations under this Agreement, (ii) the aggregate amount Commitment Amount of the Commitments or Advances assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (1,000,000 or, if less, the entire amount of such Lender’s Commitment Amount, and shall be an integral multiple of $500,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)Lender’s entire Commitment Amount, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.3,500 (which shall be payable by one or more of the parties to the Assignment and Assumption, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default, and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender or to an Approved Fund, and (B) any Lender may at any time, without the consent of the Borrower or the Administrative Agent, and without any requirement to have an Assignment and Assumption executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder. For the purposes of this Section 8.07(a), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

Assignments and Participations. (a) Each Lender maymay and, if demanded by a Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13 or if such Lender is an Affected Lender) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $€5,000,000 (or such lesser amount as shall be approved by an integral multiple of €1,000,000 in excess thereof unless Lux SCA and the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by a Borrower pursuant to this Section 9.07(a) shall be arranged by such Borrower after consultation with the case of Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either such Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) the parties to each such assignment (other than the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by a Borrower, such recordation fee shall be payable by such Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of a Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement other than its obligations under Section 9.08 and, to the extent any claim thereunder relates to an event arising prior to such assignment, Section 8.05 (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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon and any accrued fees to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations 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).

Assignments and Participations. (a) Each Lender a)Each Bank may, upon at least five Business Days’ notice to such Lender and obtaining the Administrative Agentprior written consent of the Agent (which consent shall not be unreasonably withheld or delayed), 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, all or a portion of its Commitment, the Advances Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under and in respect of any or all of the Facilitiesso assigned, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount 76 ​ of the Commitments Commitment or Advances Loans of the assigning Bank being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment or the entire principal amount of such Bank’s Loans but otherwise shall in no event not be less than $5,000,000 (or such lesser amount as 10,000,000 and shall be approved by an integral multiple of $1,000,000 unless the Administrative Company and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall (A) execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject Acceptance and (B) deliver to such assignment and the Agent a processing and recordation fee of $3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recording fee, (v) if no Event of Default under Section 6.01(a), Section 6.01(b), Section 6.01(d) (with respect to an Event of Default under Section 5.03 only) or Section 6.01(f) has occurred and is continuing, the prior written consent of the Company (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; provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof, and (vi) consent of the Agent shall not be required for an assignment by a Bank to an assignee which is a Bank or an Affiliate 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, which effective date shall be at least two (2) Business Days after the execution thereof, the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, with the consent of the Agent (not to be unreasonably withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by the Company so long as no Event of Default shall have occurred and be continuing and only with respect to any Affected Lender, upon at least five (5) Business Days’ notice to such Lender and the Administrative Agent, shall, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in this Agreement with respect of any to one or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any a Lender or an Approved Fund of any Lender with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (1,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof, in each case, unless the Administrative Company and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.08(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 9.08(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 amount owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 AcceptanceAcceptance (and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 9.06 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may(x) may with the consent of (1) the Agent, (2) each Issuing Bank (in the case of an assignment of Revolving Credit Commitment) and, (3) so long as no Event of Default has occurred and is continuing, the Borrower (which consents shall not be unreasonably withheld or delayed and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof), and (y) will, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11, 2.14 or 2.20 or if such Lender is affected by an event described in Section 2.12 or is a Defaulting Lender) upon at least five Business Days’ notice to such Lender and the Administrative Agent, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, the Loans and Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all of its rights and obligations under and in respect of any or all of the Facilitiesrelevant facility under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than (x) in the case of an assignment of Revolving Credit Commitment, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (or such lesser amount as shall be approved by y) in the Administrative case of an assignment of Term Loan Commitment, $1,000,000, in each case unless the Agent and, so long as if no Default shall have has occurred and be continuing at the time of 109 effectiveness of such assignmentis continuing, the Borrowers)Borrower otherwise agree, (iii) each such assignment shall be to an Eligible AssigneeAssignee and shall comply with Section 8.07(h), (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior 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 Loans owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, (vii) no consent of the Borrower, the Agent or any Issuing Bank shall be required in the case of an assignment to any Affiliate of the assigning Lender or in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender and (viii) the Agent shall not have any responsibility or liability for monitoring or enforcing any of the provisions set forth herein with respect to Competitors. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations 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).

Assignments and Participations. (a) Each Lender may, with the consent of each Issuing Bank and the Agent and, so long as no Event of Default has occurred and is continuing, the Company (which consents shall not be unreasonably withheld or delayed) and, if demanded by the Company (at any time following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ notice to such Lender and the Administrative AgentAgent shall, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments or Advances Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such Eligible Assignee assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof, in each case, unless the Administrative Company and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either a Person that, immediately prior Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Company (following a demand by such Lender pursuant to Section 2.11 or 2.14 or an assertion of illegality by such Lender pursuant to Section 2.12 and so long as no Event of Default has occurred and is continuing) upon at least five Business Days’ ' notice to such Lender and the Administrative Paying Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 10,000,000 (or, in the case of an assignment to a Lender, $5,000,000) or such lesser an integral multiple of $1,000,000 in excess thereof unless the Company and the Paying Agent otherwise agree or unless the amount as shall be approved by of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers), assigning Lender's Commitment is thereby reduced to zero (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.06(a) shall be arranged by the Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 9.06(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) the parties to each such assignment shall execute and deliver to the Administrative Paying 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Company and the Paying Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, upon notice to the Borrower, and if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days’ ' notice to such Lender and the Administrative AgentAgent will, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 10,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no unless a Default shall have has occurred and be continuing at is continuing, in which case not less than $5,000,000) or an integral multiple of $1,000,000 in excess thereof unless the time of 109 effectiveness of such assignment, Borrower and the Borrowers)Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,000 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)5,000,000, (iiiii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the prior consent of the Administrative Agent and, so long as no Default (which may be withheld for any reason) until the Administrative Agent shall have occurred notified the Lender Parties that syndication of the Commitments hereunder has been completed, but in any event not later than 90 days following the Closing Date, (iii) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to make payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) and be continuing the assignor Lender Party was not, at the time of effectiveness of such assignment, BMCA entitled to receive any payment pursuant to Section 2.10(a) or (in each caseb), which consents shall not be unreasonably withheld) and (viv) the parties to each such 112 105 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 $3,5003,000. Assignments pursuant to this Section 11.7(a) may be non pro rata.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Company (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Company and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations 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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Company (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Company and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $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 2.10, 2.13 and 9.04 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).

Assignments and Participations. ●. This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and each Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender and the Administrative Agent and any such assignment without the Lenders’ and the Administrative Agent’s prior written consent shall be null and void and no Lender may assign or transfer any of its rights hereunder or under the other Loan Documents except (ai) to an assignee in accordance with the provisions of Section 12.07(b) and (ii) by way of participation in accordance with the provisions of Section 12.07(i). Each Lender may, upon at least five Business Days’ notice to such Lender and may with the written consent of the Administrative Agent, assign to (i) one or more Eligible Assignees Transferees and (ii) if an Event of Default has occurred and is continuing, one or more Ineligible Institutions, in each case, all or a portion of its rights and obligations under this Agreement (including with respect to all or a portion of its Commitment, Term Loan Commitment and any portion of the Advances owing to it and the Note or Notes held Term Loans made by it); provided, however, that (i) each any such assignment under clause (i) above shall require the prior consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed (and shall be deemed to have been given in the event Borrower has not responded within five (5) Business Days of a uniform, and not a varying, percentage request for such consent) nor shall it be required during the existence of all rights and obligations under and in respect an Event of any or all of the FacilitiesDefault), (ii) such assignment is in an amount which is at least $500,000 or a multiple of $250,000 in excess thereof (or the remainder of such Lender’s Commitment) (except in the case of such minimum amount shall not apply to an assignment by a Lender to a Person that, immediately prior to such assignment, was (x) a Lender, an Affiliate of any such Lender or an Approved a Related Fund of any such Lender or (y) a group of new Lenders, each of whom is an assignment Affiliate or Related Fund of all of a Lender’s rights and obligations under this Agreement, each other to the extent the aggregate amount of the Commitments or Advances being to be assigned to all such Eligible Assignee pursuant to such assignment (determined as new Lenders is at least $500,000 or a multiple of the date of the Assignment and Acceptance with respect to such assignment) shall $250,000 in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowersexcess thereof), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative each Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject and such parties shall deliver to such assignment and the Administrative Agent, for the benefit of the Administrative Agent, a processing and recordation fee of $3,5003,500 (provided that the Administrative Agent, in its sole discretion, may elect to waive or reduce such processing and recordation fee), (iv) any such assignment shall require the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, that no written consent of the Collateral Agent, the Administrative Agent or the Borrower shall be required (1) in connection with any assignment by a Lender to a Lender, an Affiliate of such Lender or a Related Fund of such Lender or (2) if such assignment is 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 (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.08 and an Administrative Questionnaire. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance and recordation in the Register, (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the 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 and (B) the assigning Lender 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 151 KL2 3287103.6 ​ 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) Notwithstanding the foregoing or anything to the contrary set forth herein, no assignment shall be made at any time to any Defaulting Lender or any of its Subsidiaries or Affiliates, or any Person who, upon becoming a Lender would constitute a Defaulting Lender. By executing and delivering an Assignment and Acceptance, the assigning Lender 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, the 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information 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 assigning Lender, any Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 and the other Loan Documents are required to be performed by it as a Lender. The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain, or cause to be maintained at one of its offices in the United States, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Term Loans (and stated interest thereon) (the “Registered Loans”) owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall 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 and any Lender at any reasonable time and from time to time upon reasonable prior notice. The Register is intended to cause the Registered Loans to be in registered form within the meaning of Treasury Regulations Section 5f.103-1(c) and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code. Upon receipt by the Administrative Agent of a completed Assignment and Acceptance and the processing and recordation fee (if applicable) and other items required to be delivered to the Administrative Agent pursuant to Section 12.07(b), and subject to any 152 KL2 3287103.6 ​ consent required from the Administrative Agent pursuant to Section 12.07(b) (which consent of the Administrative Agent must be evidenced by the Administrative Agent’s execution of an acceptance to such Assignment and Acceptance), the Administrative Agent shall accept such assignment, record the information contained therein in the Register. A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register. Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Agents shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered on the Register as the owner thereof for the purpose of receiving all payments thereon, notwithstanding notice to the contrary. In the event that any Lender sells participations in a Registered Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrower, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Treasury Regulations Section 5f.103-1(c) or proposed Section 1.163-5(b) of the United States Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. Any Non-U.S. Lender who purchases or is assigned or participates in any portion of such Registered Loan shall comply with Section 2.08(d). Each Lender may sell participations to (x) one or more Eligible Transferees and (y) if an Event of Default under Sections 9.01(a), (f) or (g) has occurred and is continuing, one or more Ineligible Institutions, in each case, in or to 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 Commitments and the Term Loans made by it); provided, that (i) such Lender’s 153 KL2 3287103.6 ​ obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged and that any such participant shall not be entitled to receive any greater payment or benefit hereunder than such Lender would have been entitled to receive with respect to the participation sold to such participant unless the sale of such participation is made with the Borrower’s prior written consent; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Term Loans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Term Loans or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Sections 2.08, 2.09, 2.10, 2.11 and 2.12 subject to the obligations and limitations set forth thereunder with respect to its participation in any portion of the Commitments and the Term Loans as if it was a Lender. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or loans made to, or other indebtedness issued by, such Lender pursuant to a securitization transaction (including any structured warehouse credit facility, collateralized loan obligation transaction or similar facility or transaction, and including any further securitization of the indebtedness or equity issued under such a transaction) (a “Securitization”); provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. The Loan Parties shall cooperate with such Lender and its Affiliates to effect a Securitization, including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or any Securitization.

Assignments and Participations. (a) Each Lender maymay with the consent of the Agent and, unless an Event of Default has occurred and is continuing at the time of such assignment, the Borrower (which consent, in each case, shall not be unreasonably withheld or delayed) and, if demanded by the Borrower (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13, (y) a default by such Lender in the performance of its obligations hereunder or (z) such Lender’s refusal to approve any amendment or waiver to this Agreement requested by the Borrower) upon at least five 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any one or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, (x) the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof under each Facility for which a Commitment is being assigned and (or such lesser amount as y) no assignment which would result in any Lender holding less than $5,000,000 under any Facility shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)permitted, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its 42 rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (ae) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10, 2.11 or 2.13 or an assertion by such Lender under Section 2.11) upon at least five 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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; provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 7.05 to the extent any claim thereunder relates to an event arising prior such assignment) 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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or any indemnification obligation by the Borrower with respect to such Lender under 2.13) upon at least five 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.09 or 2.11) upon at least five 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 including, without limitation, all or a portion of its CommitmentWorking Capital Commitment or Commitments, the Working Capital Advances owing to it and the Working Capital Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the FacilitiesWorking Capital Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Working Capital Commitments or Advances of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliatespayment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Syndication Agent until the Syndication Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed, (vii) the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of consented to such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (vviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Working Capital Note or Notes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower will (following (x) a demand by such Lender pursuant to Section 2.11 or 2.14 or (y) a failure by such Lender to sign, within three Business Days after the date originally scheduled for delivery of such signature if the Required Lenders have delivered such signature on or prior to such scheduled date, any proposed amendment, waiver or consent to this Agreement or the Notes requiring, pursuant to Section 9.01, the signature of all Lenders), upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances principal amount of the Loan owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved €10,000,000 unless otherwise agreed by the Administrative Agent and, so long as no Default shall have has occurred and be continuing at the time of 109 effectiveness of such assignmentis continuing, the Borrowers)Borrower, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 9.07(a) shall (x) be an assignment of all of such Lender's rights and obligations under this Agreement (including, without limitation, all of such Lender's Commitment, the principal amount of the Loan owing to it and the Note or Notes held by a Person that, immediately prior to such assignment, was a Lender, to one it) and (y) be arranged by the Borrower after receipt of its Affiliates, no such assignments shall be permitted without the written consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each caseAgent, which consents consent shall not be unreasonably withheld) , and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loan owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) the 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 assignment, (unless the assignee is already a Lender hereunder) an Administrative Questionnaire for the assignee and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) (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).

Assignments and Participations. (a) Each Lender may, upon ------------------------------ at least five Business Days’ ' notice to such Lender and the Administrative Agent, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not -------- ------- a varying, percentage of all rights and obligations under and in respect of any one or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as and shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time in an integral multiple of 109 effectiveness of such assignment, the Borrowers)$500,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default until the Agent shall have occurred and be continuing at notified the time Lender Parties that syndication of effectiveness of such assignmentthe Commitments hereunder has been completed, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5002,000.

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least five 20 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund affiliate of any Lender a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Revolving Credit Note or Notes requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender 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 SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency,commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any the Tranche A Commitment or all of the FacilitiesTranche B Commitment, as the case may be, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments Tranche A Commitment and outstanding Tranche A Advances or Tranche B Commitment and outstanding Tranche B Advances of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or 10,000,000 with respect to such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred Tranche A Commitment and be continuing at the time of 109 effectiveness of $10,000,000 with respect to such assignment, the Borrowers)Tranche B Commitment, (iii) each such assignment shall be to an Eligible Assignee, and (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.4,000 payable by the Eligible Assignee. 100

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by the Lender pursuant to Section 2.10(a) and 2.10(b)) upon at least five 5 Business Days’ ' notice to such Lender and the Administrative Agent, 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 including, without limitation, all or a portion of its Commitment, the Advances owing to it Commitment and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment assignments to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender affiliates or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreementother Lenders, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as and shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments Borrower shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts payable to such Lender under this Agreement and (vvi) 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 $3,5002,500. 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 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 Credit Agreement portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay sell, upon at least five Business Days’ notice to such Lender and the Administrative Agenttransfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitment, rights and obligations with respect to the Advances owing to it and the Note or Notes held by itLoans); provided, however, that (i) each if any such assignment shall be of a uniformthe assigning Lender’s aggregate outstanding principal amount of Loans and Commitment, and not a varying, such assignment shall cover the same percentage of all rights such Lender’s aggregate outstanding principal amount of Loans and obligations under and in respect of any or all of the FacilitiesCommitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assigning Lender’s entire interest) be less than $5,000,000 (which may be aggregated among Affiliates of a Lender) or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Requisite Lenders or (B) if such lesser amount as shall be approved by assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and (iii) if such Eligible Assignee is not, prior to the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness date of such assignment, the Borrowers)a Lender or an Affiliate or Approved Fund of a Lender, (iii) each such assignment shall be subject to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of each Lender and the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA Borrower (in each case, which consents consent shall not be unreasonably withheld) and (v) , delayed or conditioned); provided, however, that, notwithstanding any other provision of this Section 13.2, the parties to each such consent of the Borrower shall not be required for any assignment that occurs after any Event of Default 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 $3,500have occurred.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment or Advances Unissued Letter of Credit Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any Lender or to any of its or their Affiliates that is not a natural person. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 7.05 to the extent any claim thereunder relates to an event arising prior such assignment) 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). For the avoidance of doubt, no assignment by an Issuing Bank pursuant to this Section 8.07(a) shall affect its rights and obligations in its capacity as an Issuing Bank with respect to any Letters of Credit issued by it and than outstanding.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender the Borrower and the Administrative 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 Borrower, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances and other amounts owing to it and the any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any a Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 CAN$10,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no unless an Event of Default shall have has occurred and be continuing at is continuing, in which case not less than CAN$5,000,000) or an integral multiple of CAN$1,000,000 in excess thereof unless the time of 109 effectiveness of such assignment, Borrower and the Borrowers)Agent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and the parties to such assignment (other than the Borrower and the Agent) shall deliver together with therewith any Note or Notes subject to such assignment and a processing and recordation fee of $3,500CAN$3,500 (except no such fee shall be payable for assignments to a Lender, an Affiliate of a Lender or an Approved Fund), and (v) any Lender may, without the approval of the Borrower, but with notice to the Borrower, 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).

Assignments and Participations. (a) Each Lender, with the consent of the Borrower, each Agent and each Issuing Bank, may and, in the case of a Lender may, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five 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 including, without limitation, all or a portion of its CommitmentCommitment 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the FacilitiesRevolving Credit Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, the remaining Commitment of the assigning Lender shall in no event be less than $10,000,000, (iv) each such assignment shall be to an Eligible Assignee, (ivv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 9.07(a) shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (vi) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts then due and payable to such Lender under this Agreement and (vvii) 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 Second Amended and Restated Xxxxxxx Credit Agreement recordation fee of $3,5002,500; provided further that if such assignment is to an Eligible Assignee which is a direct or indirect wholly owned Subsidiary or Affiliate of any Lender or the controlling corporation of such Lender, no consent of the Borrower shall be required for such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, 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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (3,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,500.3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11,

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14 or notice from such Lender under Section 2.12) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations 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).

Assignments and Participations. (an) Each Lender may, with the consent of the Administrative Agent (except as provided in clause (g) below) and the Borrower (such consent not to be unreasonably withheld) and, if demanded by the Borrower pursuant to Section 9.01(b) or following a request for a payment to or on behalf of such Lender under Section 2.10 or Section 2.13 or following a notice given by such Lender pursuant to Section 2.11, upon at least five ten 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, howeverthat the Borrower may make demand with respect to a Lender that has given notice pursuant to Section 2.11 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice; provided, that further, that: (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement and in respect of any or all of the Facilities, Revolving Credit Notes; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers), $1,000,000 in excess thereof; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments Borrower shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent and, so long and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, BMCA principal and all other amounts payable to such Lender under this Agreement; (in each case, which consents vi) no Lender shall at any time have more than two (2) assignees that were not be unreasonably withheld) Initial Lenders; and (vvii) 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 Revolving Credit Notes subject to such assignment and a processing and recordation fee of $3,5002,500 (which shall be paid by Persons other than the Borrower unless such assignment is made as a result of a demand by the Borrower). 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 rights of indemnification under Section 9.04 or otherwise relating to a time prior to the effective date of such Assignment and Acceptance 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). By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party 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 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 confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) 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 Lender. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, an assignee representing that it is an Eligible Assignee and the Borrower, together with the Revolving Credit Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C 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. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Revolving Credit Note a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder a new Revolving Credit Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Revolving Credit Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Credit Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A-1 hereto. The Administrative Agent shall maintain at its address referred to in Section 9.02 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.

Assignments and Participations. (a) Each Lender may, with the consent of the Agent (not to be unreasonably withheld or delayed) in the case of an assignment to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and, if demanded, by the Company so long as no Default shall have occurred and be continuing and only with respect to any Affected Lender, upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances Loans of a Class owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any a Lender or an Approved Fund of any Lender with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Loans of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than (x) $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof or (or such lesser amount as shall be approved by y) the Administrative remaining Commitment of the assigning Lender, in each case, unless the Company and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agrees, (iiiii) each such assignment shall be to an Eligible Assignee, (iii) each such assignment made as a result of a demand by the Company pursuant to this Section 9.08(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) except no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 9.08(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the case aggregate outstanding principal amount of an assignment by a Person that, immediately prior the Loans owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) unless waived by the Agent in its sole discretion, 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 AcceptanceAcceptance (and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender. 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 2.09, 2.12 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 9.06 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and the Note or Notes held by itit to the extent requested pursuant to Section 2.16(a)); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, provided, however, that nothing in this clause (i) shall prevent a Lender from assigning an interest in a single Facility if such Lender has an interest in more than one Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as 2,500,000 and shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time in an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliatespayment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of Syndication Agent (such assignment, BMCA (in each case, which consents shall not to be unreasonably withheldwithheld or delayed) and (vvii) 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 $3,5003,500 (except in the case of an assignment to a Lender or any Affiliate of a Lender or any Approved Fund and except for any assignment by either Syndication Agent or any other of their respective Affiliates); provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and with the consent of the Administrative Agent, and, so long as no Event of Default has occurred and is continuing, with the consent of the Appropriate Borrower (in each case, such consent not to be unreasonably withheld), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that no consent by either Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate or a Related Fund of such Lender, and provided further that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any one or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved a Related Fund of any Lender or an assignment which will result in a group of Lenders which are managed by the same Person holding a Commitment or an Advance (as the case may be) of not less than $1,000,000 or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement or all of a Lender’s rights and obligations with respect to its New Term B Commitment, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time integral multiples of 109 effectiveness of such assignment, the Borrowers$200,000 in excess thereof), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender maymay and, upon at least if requested by the Borrower (following (i) a demand by such Lender for the payment of additional compensation pursuant to Section 2.11 or 2.12, (ii) an assertion by such Lender pursuant to Section 2.10 that it is unlawful for such Lender to make Eurodollar Rate Advances or (iii) a failure by such Lender to approve any amendment or waiver pursuant to Section 9.01, provided that such amendment or waiver would otherwise have been effective but for such Lender's failure, together with the failure of any other Lender to which the Borrower has made a similar request under this clause (a), to approve such amendment or waiver, provided further that, with respect to clause (iii), such failure to approve shall have continued for a period of not less than five Business Days’ Days following written notice by the Borrower to such Lender and of such request by the Administrative AgentBorrower) shall, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it), including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations of such Lender under and in respect of any or all and shall be made on a pro rata basis with respect to each of the FacilitiesAdvances held by such Lender, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 1,000,000 (or such lesser amount as shall be approved by the Administrative Agent andAgent), so long as no Default and shall have occurred and be continuing at the time in increments of 109 effectiveness $250,000 in excess thereof; provided that Related Funds shall be combined for purposes of determining compliance with such assignment, the Borrowers)minimum assignment amounts, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have has occurred and be continuing at is continuing, the time of effectiveness of such assignment, BMCA Borrower (in each case, which consents shall such consent not to be unreasonably withheld) ), except assignments to any other Lender, an Affiliate of any Lender, any Approved Fund or to any Federal Reserve Bank and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 (such fee to be paid by the Borrower if such assignment is being made pursuant to a request of the Borrower therefor pursuant to this Section 9.07(a)); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds; provided, further, that (I) each such assignment made as a result of a request by the Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower with the approval of the Administrative Agent, which approval shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement and (II) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Borrower and/or one or more Eligible Assignees in an aggregate amount equal to all other amounts payable to such Lender under this Agreement and the other Financing Documents (including, without limitation, any amounts owing under Sections 2.11, 2.12 or 9.04).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment or Advances Unissued Letter of Credit Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any Lender or to any of its or their Affiliates that is not a natural person. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 7.05 to the extent any claim thereunder relates to an event arising prior to such assignment and under Section 8.08) 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). For the avoidance of doubt, no assignment by an Issuing Bank pursuant to this Section 8.07(a) shall affect its rights and obligations in its capacity as an Issuing Bank with respect to any Letters of Credit issued by it and then outstanding.

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least five 20 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund affiliate of any Lender a Lender, or an assignment of all of a LenderLxxxxx’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lxxxxx being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Note or Notes requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, unless waived by the Agent in its sole discretion, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender 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 SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.

Assignments and Participations. (a) Each Lender may, with the consent of (i) the Administrative Agent and (ii) the Borrower, each such consent not to be unreasonably withheld or delayed; provided that (x) prior to the funding of the Term Loans on the Funding Date, such consent of the Borrower shall not be required in the case of an assignment to an Affiliate of such Lender or to an Approved Institution and (y) after the funding of the Term Loans on the Funding Date, such consent of the Borrower (A) shall not be required if an Event of Default under Section 6.01(a) or (e) has occurred and is continuing, (B) shall not be required in the case of an assignment to a Lender or its Affiliate, an Approved Fund of a Lender or an Approved Institution and (C) shall be deemed to have been given if the Borrower shall not have provided a response within ten (10) Business Days of a written request for consent and, if demanded by the Administrative Agent or the Borrower pursuant to Section 8.01(b) or following a request for a payment to or on behalf of such Lender under Section 2.14 or 2.17 or following a notice given by such Lender pursuant to Section 2.15 or if such a Lender is a Defaulting Lender, upon at least five ten 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 including, without limitation, all or a portion of its Commitment, the Advances Term Loans owing to it and the Note or any Notes held by it); provided, howeverprovided that the Borrower may make a demand with respect to a Lender that has given notice pursuant to Section 2.15 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice, and provided further that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement and in respect of any or all of the FacilitiesNotes held by it, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, Lender or an Affiliate of any Lender or an Approved Fund of any a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved 25,000,000 and an integral multiple of $1,000,000 in excess thereof unless otherwise agreed by the Borrower and the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)Agent, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of Borrower or the Administrative Agent andshall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower or the Administrative Agent unless and until such Lender shall have occurred and be continuing received one or more payments from the Borrower or one or more Eligible Assignees in an aggregate principal amount at least equal to the time aggregate outstanding principal amount of effectiveness the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal and all other amounts that have accrued and are payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 AcceptanceAcceptance (or to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Acceptance are participants), together with any Note or Notes subject to such assignment (it being understood that a Defaulting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and Notes on the fifth Business Day following the demand of the Administrative Agent or the Borrower) and, except in the case of an assignment to a Lender or an Affiliate of a Lender, a processing and recordation fee of $3,5003,500 (which shall be paid by Persons other than the Borrower unless such assignment is made as a result of a demand by the Borrower and by Persons other than the assigning Lender in the case of an assignment required by Section 8.01(b)) and (vii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Subsidiaries or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Upon such execution (including deemed execution), delivery (including deemed 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 (in addition to any such rights and obligations theretofore held by it) 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 rights of indemnification under Section 8.04 or otherwise relating to a time prior to the effective date of such Assignment and Acceptance and be released from its obligations under this Agreement other than pursuant to Section 8.15 (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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment by of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a Person that, immediately prior to portion of such assignment, was a Lender, to one of its Affiliates, no rights and obligations made concurrently with another such assignment or other such assignments shall be permitted without the consent that together cover all of the Administrative Agent andrights and obligations of the assigning Lender under this Agreement, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties no Lender shall be obligated to each make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall execute and deliver 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 Administrative Agent, for its acceptance and recording in aggregate outstanding principal amount of the Register, an Assignment and AcceptanceAdvances owing to such Lender, together with any Note or Notes subject accrued interest thereon to the date of payment of such assignment principal amount and a processing and recordation fee of $3,500.all other amounts

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Company (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, PROVIDED, HOWEVER, that in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Company or the Agent, assign all or a portion of its rights to any of its Affiliates or to another Lender unless on the date of such assignment the assignee would be entitled to make a demand pursuant to Section 2.11 or 2.14, in which case such assignment shall be permitted only if the assignee shall waive in a manner satisfactory to the Company in form and substance its rights to make such a demand. 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 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (so long as no Default shall have occurred and be continuing and following a demand by such Lender pursuant to Section 2.11 or 2.14 or a notice given by such Lender pursuant to Section 2.12) upon at least five 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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. 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).

Assignments and Participations. (a) Each Lender may, and so long as no Default shall have occurred and be continuing, shall, following a demand made by the Borrower pursuant to Section 2.10(e) upon at least five Business Days’ ' written notice from the Borrower to such Lender and the Administrative Agent, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, Facility; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 1,000,000 and shall be an integral multiple thereof (or such lesser amount as shall may be approved by the Administrative Agent andAgent), so long as no Default shall have occurred and be continuing at the time provided, that for purposes of 109 effectiveness of such assignmentthis Section 9.07(a)(ii), the Borrowers), Commitments held by Affiliates may be aggregated; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to Section 2.10(e) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to Section 2.10(e) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, payment of such principal amount and all other amounts payable to such Lender under this Agreement; (vi) no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default until the Administrative Agent shall have occurred and be continuing at notified the time Lenders that syndication of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Commitments hereunder has been completed; and (vvii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in via an electronic settlement system acceptable to the RegisterAdministrative Agent (or, an Assignment and Acceptanceif previously agreed with the Administrative Agent, together with any Note or Notes subject manually), shall pay to such assignment and the Administrative Agent a processing and recordation fee of $3,5003,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), and shall deliver to the Administrative Agent any Notes subject to such assignment.

Assignments and Participations. (a) Each Lender, with the consent, not to be unreasonably withheld, of the Borrower, each Agent and each Issuing Bank, may and, in the case of a Lender may, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five 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 including, without limitation, all or a portion of its CommitmentCommitment 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the FacilitiesRevolving Credit Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) except in the case of an assignment of all of a Lender’s rights and obligations under this Agreement, the remaining Commitment of the assigning Lender shall in no event be less than $10,000,000, (iv) each such assignment shall be to an Eligible Assignee, (ivv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 9.07(a) shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (vi) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts then due and payable to such Lender under this Agreement and (vvii) 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; provided further that if such assignment is to an Eligible Assignee which is a direct or indirect wholly owned Subsidiary or Affiliate of any Lender or the Cxxxxxx Credit Agreement 77 controlling corporation of such Lender, no consent of the Borrower shall be required for such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, 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).

Assignments and Participations. (a) Each Lender mayWith the prior written consent of Borrower, upon at least five Business Days’ which consent of Borrower shall not be unreasonably withheld, delayed or conditioned (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof) and shall not be required (1) if an Event of Default pursuant to Sections 8.1, 8.4 or 8.5 has occurred and is continuing, (2) if an Event of Default pursuant to Sections 8.2(a) (solely with respect to Section 7.1(a), 7.1(b) or 7.1(c)) or 8.2(b) (solely with respect to Section 5.1) has occurred and is continuing and such Event of Default has not been cured or waived within thirty (30) consecutive days and (3) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) or Related Fund of a Lender, and with the Administrative prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) or Related Fund of a Lender, any Lender may assign and delegate to one or more Eligible Assignees assignees (each an “Assignee”; provided that (A) except as set forth in Section 13.4 below, no Loan Party, Affiliate of a Loan Party, Equity Sponsor, Affiliate of Equity Sponsor (including any Control Investment Affiliate), Person that is a holder of any Indebtedness that ranks pari passu with, or is subordinated to, the Obligations or an Affiliate of any such Person shall be permitted to become an Assignee and (B) no Competitor shall be permitted to become an Assignee) all or a any portion of its the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under this Agreement the other Loan Documents, in a minimum amount (including unless waived by the Agent) of $1,000,000 in the case of an assignment of Revolver Commitments or $1,000,000 in the case of assignments or delegations of any other Obligations, Commitments or other rights (except such minimum amounts shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate or Related Fund of any Lender or (y) a group of new Lenders, each of which is an Affiliate or Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $1,000,000 in the case of an assignment of Revolver Commitments or a portion $1,000,000 in the case of its Commitmentassignments or delegations of any other Obligations, the Advances owing to it and the Note Commitments or Notes held by itother rights); 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, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless (x) waived by the Agent, or (y) such assignment shall be of among a uniformLender and its Affiliates or Related Fund, and not the assigning Lender or Assignee has paid to Agent for Agent’s separate account a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except processing fee in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by the Lender pursuant to Section 2.11(a) and 2.11(b)) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, 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 all or a portion of its Commitment, the Advances owing to it Commitment and the A Note or A Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of this Agreement other than any B Advance or all of the FacilitiesB Note, (ii) except in the case of an assignment assignments to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender Affiliates or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreementother Lenders, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as and shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment by of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a Person that, immediately prior to portion of such assignment, was a Lender, to one of its Affiliates, no rights and obligations made concurrently with another such assignment or other such assignments shall be permitted without the consent that together cover all of the Administrative Agent andrights and obligations of the assigning Lender under this Agreement, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties no Lender shall be obligated to each make any such assignment as a result of a demand by the Borrower unless and until such Lender shall execute and deliver to have received one or more payments from either the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note Borrower or Notes subject to such assignment and a processing and recordation fee of $3,500.one or more

Assignments and Participations. (a) Each Lender ------------------------------ may, with the consent of the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with this Section 8.07, the Borrower, in each case such approval not to be unreasonably withheld or delayed, and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14 or a notice by such Lender pursuant to Section 2.12) so long as no Default shall have occurred and be continuing, upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (15,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with, and subject to the approval of, the Agent, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no payment of such assignments shall be permitted without the consent principal amount and all other amounts payable to such Lender under this Agreement and all of the Administrative Agent and, so long as no Default obligations of the Borrower to such Lender shall have occurred and be continuing at the time of effectiveness of such assignmentbeen satisfied, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and and, a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower or the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights 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).

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least five 20 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund affiliate of any Lender a Lender, or an assignment of all of a LenderLxxxxx’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lxxxxx being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Note or Notes requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender 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 SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.

Assignments and Participations. (a) Each Lender may, and so long as no Default or Event of Default shall have occurred and be continuing, if demanded by RenRe (following a demand by such Lender pursuant to Section 2.12) upon at least five (5) Business Days’ Days notice to such Lender and the Administrative Agent, will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its L/C Commitment, its L/C Participation Interest and the Letter of Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under of such Lender hereunder, except for any non-pro rata assignment made by any Affected Lender pursuant to Section 2.14 (and in respect of any or all subsequent non-pro rata assignment of the Facilitiesinterest so assigned by the Affected Lender) and any other non-pro rata assignment approved by the Administrative Agent and RenRe, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the L/C Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser unless it is an assignment of the entire 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 109 effectiveness of such assignment, the Borrowers)assignor’s L/C Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case each assignment made as a result of an assignment a demand by a Person that, immediately prior RenRe pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments Section 2.12 shall be permitted without the consent of arranged by RenRe after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by RenRe pursuant to Section 2.12 unless and until such Lender shall have occurred received one or more payments from either the applicable Account Party or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Letter of Credit Advances made by such Lender, together with accrued interest thereon to the date of payment of such principal amount and be continuing at the time of effectiveness all other amounts payable to such Lender under this Agreement, (vi) as a result of such assignment, BMCA (in each case, which consents no Account Party shall not be unreasonably withheldsubject to additional amounts under Section 2.6(a) or Section 2.8 and (vvii) 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 $3,5003,500.00. In connection with each assignment permitted hereunder, RenRe agrees to cause to be provided to the assignee, upon request, the opinions described in Section 3.1(i)(F) (whether by a reliance provision in the original opinion or by a reliance letter or new opinion delivered to the assignee).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Guarantor (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment or Advances Unissued Letter of Credit Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Guarantor and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Guarantor pursuant to this Section 9.07(a) shall be arranged by the Guarantor after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Guarantor pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts payable to such Lender under this Agreement and (vvi) 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, payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Guarantor, such recordation fee shall be payable by the Guarantor except that no such recordation fee shall be payable in the case of an assignment made at the request of the Guarantor to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.12 or 2.15 or notice from such Lender under Section 2.13) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Advances owing to it it, its interest in any outstanding Letters of Credit and Swing Line Advances and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (vi) the Swing Line Commitment and all outstanding Swing Line Advances may only be assigned in each casetheir entirety to a Lender then having a Commitment, which consents shall not be unreasonably withheld) and (vvii) 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, together with any Revolving Credit Note or Notes Swing Line Note subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights (other than its rights under Sections 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, upon at least five 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’ notice to such Lender and the Administrative Agent), assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Advances Term LoanLoans and other amounts owing to it and the any Note or Notes held by it); provided, however, that (i) reserved; (ii) reserved, (iii) each such assignment with respect to any Class of rights and obligations shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in this Agreement with respect of any or all of the Facilitiesto such Class, (iiiv) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any a Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Term Loan of the assigning Term Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent andor, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignmentif less, the Borrowers)entire outstanding amount of the Term Loan held by such Term Lender) unless the Borrowers and the Agent otherwise agree, (iiiv) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 the parties to such assignment (other than the Borrowers and the Agent) shall deliver together with therewith any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 (except no such fee shall be payable 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).

Assignments and Participations. (a) Each Lender mayParty may and, if demanded by the Borrower (following a demand by such Lender Party pursuant to Section 2.12 or 2.15) upon at least five Business Days’ ' notice to such Lender Party 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender Party or an assignment of all of a Lender’s Lender Party's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender Party being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender Party under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender Party under this Agreement, (v) no Lender Party shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender Party shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignmentLender Party, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender Party under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,500.3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender Party, and (vii) any Lender Party may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender or Issuing Bank, as the case may be, hereunder and (y) the Lender or Issuing 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 (other than its rights under Section 2.12, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations

Assignments and Participations. (a) Each Lender maymay and, upon at least five Business Days’ notice if demanded by the Borrower pursuant to such Lender and the Administrative AgentSection 2.15, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments Section 2.15 shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the right and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to Section 2.15 unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the 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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (so long as no Default has occurred and is continuing and following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, PROVIDED, HOWEVER, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay ---------------------------------------------- and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.12) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 2,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the BorrowersBorrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 9.07(a) shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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; provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 9.07(a), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrowers (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five 5 Business Days’ ' notice to such Lender and the Administrative Agent, will 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, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances and in respect of any or all of the FacilitiesCompetitive Bid Advances owing to it), (ii) except in the case of an assignment to a Person bank or other financial institution that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrowers pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 9.07(a) shall be permitted without arranged by the consent of Borrowers after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either a Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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. 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).

Assignments and Participations. (a) Each Lender maymay ------------------------------ and, if demanded by a Borrower (following a demand by such Lender pursuant to Section 2.07 or 2.10) upon at least five Business Days’ ' notice to such Lender and the Administrative AgentAgent and so long as no Default or Event of Default shall have occurred and be continuing, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including 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) other -------- ------- than in the case of an assignment to an Affiliate of a Lender, another Lender or an assignment of the type described in subsection (g) below, such Lender shall have obtained the prior written consent of the Agent and, so long as no Default shall have occurred and be continuing, ADL, in each case, such consent not to be unreasonably withheld, (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (3,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$500,000 in excess thereof, (iiiiv) each such assignment shall be to an Eligible Assignee, (ivv) except in each such assignment made as a result of a demand by a Borrower pursuant to this Section 9.07(a) hereof shall be arranged by such Borrower after consultation with the case of Agent (and each proposed assignee shall be acceptable to the Agent) and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either such Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvii) 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 $3,5003,000; provided that in -------- connection with any assignment demanded by a Borrower, such recordation fee shall be paid by such Borrower. 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).

Assignments and Participations. (a) Each Lender may, with the consent of the Agent (not to be unreasonably withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by the Company so long as no Event of Default shall have occurred and be continuing and only with respect to any Affected Lender, upon at least five (5) Business Days’ notice to such Lender and the Administrative Agent, shall, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in this Agreement with respect of any to one or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any a Lender or an Approved Fund of any Lender with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Xxxxxx being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (1,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof, in each case, unless the Administrative Company and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.08(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 9.08(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 amount owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 AcceptanceAcceptance (and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.3,500 payable by the parties to each such assignment; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 9.06 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). 105

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 1,000,000 (except in the case of assignments by an Approved Fund to one or more of its Affiliates, so long as the aggregate amount of the Commitments assigned to such Affiliates is not less than $1,000,000) and shall be in an integral multiple of $500,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)Agent) under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Borrower (unless a Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each casecontinuing), which consents consent shall not be unreasonably withheld) , and of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender mayParty may and, upon at least if requested by the Borrower (following (i) a demand by such Lender Party for the payment of additional compensation pursuant to Section 2.12 or 2.13, (ii) an assertion by such Lender Party pursuant to Section 2.10 that it is unlawful for such Lender Party to make Eurodollar Rate Advances or (iii) a failure by such Lender Party to approve any amendment or waiver pursuant to Section 8.01, provided that such amendment or waiver would otherwise have been effective but for such Lender Party's failure, together with the failure of any other Lender Party to which the Borrower has made a similar request under this clause (a), to approve such amendment or waiver, provided further that, with respect to clause (iii), such failure to approve shall have continued for a period of not less than five Business Days’ Days following written notice by the Borrower to such Lender and Party of such request by the Administrative AgentBorrower), shall assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including (y) all or a portion of its Revolving Commitment, the Revolving Advances owing to it it, L/C Credit Extensions and the Revolving Note or Revolving Notes held by it, and/or (z) all or a portion of its Term Commitment, the Term Advances owing to it, and the Term Note or Term Notes held by it), including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations of such Lender under and in respect of any or all and shall be made on a pro rata basis with respect to each of the FacilitiesTerm Advances or the Revolving Advances, as applicable, held by such Lender, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a LenderLender Party, an Affiliate of any Lender Party or an Approved Fund of any Lender or an assignment of all of a Lender’s Lender Party's rights and obligations under this Agreement, the aggregate amount of (A) any Term Commitment or Term Advance being assigned to such Person pursuant to such assignment (determined as of the Commitments date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or Advances such lesser amount as shall be approved by the Administrative Agent) and shall be in increments of $1,000,000 in excess thereof; provided that Related Funds shall be combined for purposes of determining compliance with such minimum assignment amounts, or (B) any Revolving Commitment or Revolving Advance being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default Agent) and shall have occurred and be continuing at the time in increments of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be (A) with respect to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliatesany Term Commitment or any Term Advance, no such assignments shall be permitted without the consent of the Administrative Agent (such consent not to be unreasonably withheld) and, so long as no Specified Default shall have has occurred and is continuing, the consent of the Borrower (such consent not to be continuing at unreasonably withheld), except assignments to any other Lender Party, an Affiliate of any Lender, an Approved Fund or to any Federal Reserve Bank, and (B) with respect to any Revolving Commitment, Revolving Advance, L/C Credit Extension or L/C Borrowing, no such assignments shall be permitted without the time consent of effectiveness of such assignment, BMCA the Swing Line Bank and each Issuing Bank (in each case, which consents shall acting in its sole discretion), the Administrative Agent (such consent not to be unreasonably withheld or delayed) and, so long as no Specified Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) ), except, with respect to the Borrower's consent only, assignments to any other Lender Party, an Affiliate of any Lender, any Approved Fund or to any Federal Reserve Bank, and (viv) 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 $3,5003,500 (such fee to be paid by the Borrower if such assignment is being made pursuant to a request of the Borrower therefor under this Section 8.07(a)); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds and (v) with respect to Revolving Commitment or Revolving Advance, each such assignment thereof shall be made on a pro rata basis with respect to each of (A) such Revolving Lender's Revolving Advances and L/C Credit Extensions and (B) such Revolving Lender's Revolving Commitment; provided further that (I) each such assignment made as a result of a request by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower with the approval of the Administrative Agent, which approval shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement and (II) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Borrower and/or one or more Eligible Assignees in an aggregate amount equal to all other amounts payable to such Lender under this Agreement and the other Financing Documents (including, without limitation, any amounts owing under Section 2.12, 2.13 or 8.04).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrowers (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesits Revolving Credit Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of (x) the Commitments or Advances Revolving Credit Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $EUR 5,000,000 or an integral multiple of EUR 1,000,000 in excess thereof and (or y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such lesser amount assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be approved by the Administrative Agent andless than EUR 1,000,000, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignmentunless, in each case, the Borrowers)Borrowers and the Agent agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrowers pursuant to this Section 9.07(a) shall be arranged by the Borrowers after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrowers pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrowers, such recordation fee shall be payable by the Borrowers except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrowers to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrowers and the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower to (i) any Affected Lender or (ii) any Lender that has made a demand for payment pursuant to Section 2.11 or 2.14, upon at least five Business Days’ notice to such Lender and the Administrative AgentAgent will, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under any Facility under this Agreement (including 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in this Agreement with respect to one of any or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this AgreementAgreement with respect to a Facility, the aggregate amount of the Commitments or Advances Commitment under such Facility of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations 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).

Assignments and Participations. (a) Each Lender maymay sell, upon at least five Business Days’ notice to such Lender and the Administrative Agenttransfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitment, rights and obligations with respect to the Advances owing to it and the Note or Notes held by itLoans); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (or such lesser amount as shall be approved by A) with the consent of the Borrower and the Administrative Agent andor (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, so long as no and (ii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 10.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing at continuing; and provided further that the time of 109 effectiveness of such assignment, the Borrowers), (iii) each Borrower shall be deemed to have consented to any such assignment unless it shall be object thereto by written notice to an Eligible Assignee, (iv) except in the case of an assignment by Administrative Agent within 5 Business Days after having received a Person that, immediately prior written request to provide its consent to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least five 20 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 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) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund affiliate of any Lender a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 clause (d) below), an Assignment and AcceptanceAssumption, together with any Note or Notes requested pursuant to Section 2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete, execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive assignment hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advance, (ii) if an SPV 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) the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender 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 SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis, confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any SPV at the time holding Advances under this Agreement.

Assignments and Participations. (a) Each Lender mayBank may assign, upon at least five Business Days’ notice to such Lender with the prior consent of the Borrower, any Issuing Bank and the Administrative AgentAgent (which, assign in either case, shall not be unreasonably withheld), to one or more Eligible Assignees banks, financial institutions or other entities all or a portion of its rights and obligations as a Bank under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by itit in respect of the Committed Rate Advances and its participation in reimbursement obligations of the Borrower in respect of Letters of Credit); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all of the assigning Bank's rights and obligations under and in respect of any or all of the FacilitiesLoan Documents, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitments, if any, of the assigning Bank being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as 10,000,000, and shall be approved by an integral multiple of $1,000,000 in excess thereof, or the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness remaining amount of such assignment, the Borrowers)Bank's Commitments, (iii) each such assignment shall be to an Eligible Assignee, and (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,000; provided, further, that each Bank may, without the consent of the Borrower or the Agent, assign, as collateral or otherwise, any of its rights under this Agreement and the other Loan Documents (including, without limitation, the right to payment of principal and interest under the Notes) to any Federal Reserve Bank, and such assignment of rights to the Federal Reserve Bank shall not be subject to the conditions and restrictions set forth in items (i) through (iv) of the immediately foregoing proviso; and provided, further, that each Bank may, without the consent of (but with prior written notice to) the Borrower or the Agent, assign, in whole or in part, any of its rights and obligations under this Agreement and the other Loan Documents to any of its Affiliates, and such assignment to Affiliates shall not be subject to the conditions and 85 restrictions set forth in items (i) through (iv) of the proviso above. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and thereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under the Loan Documents, such Bank shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the FacilitiesTerm Loans, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate principal amount of the Commitments or Advances Term Loans being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 1,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the BorrowersBorrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments Section 2.10(e) or Section 9.15(b) shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to Section 2.10(e) or Section 9.15(b) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Term Loans owing to such Lender, together with accrued interest on the Interest Bearing Component of the Term Loans to the date of payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts payable to such Lender under this Agreement and (vvi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500assignment.

Assignments and Participations. (a) Each Lender maymay sell, upon at least five Business Days’ notice to such Lender and the Administrative Agenttransfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including all or a portion of its Commitment, rights and obligations with respect to the Advances owing to it Loans and the Note or Notes held by itLetters of Credit); provided, however, that (i) each (A) if any such assignment shall be of a uniformthe assigning Lender's Outstandings and Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender's Outstandings and obligations under and in respect of any or all of the FacilitiesCommitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor's entire interest) be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by an integral multiple of $1,000,000 in excess thereof, except, in either case, with the consent of the Borrower and the Administrative Agent andand (iii) if such Eligible Assignee is not, so long as no prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing at the time of 109 effectiveness of continuing; and provided, further, that no such assignmentsale, the Borrowers)transfer, (iii) each such negotiation or assignment shall be permitted if, after giving effect to an Eligible Assigneesuch sale, (iv) except in transfer, negotiation or assignment, Affiliates of the Borrower that are Lenders would hold, collectively, greater than or equal to 50% of the outstanding Loans or Commitments, as the case of an assignment by a Person thatmay be, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without under the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500Facility.

Assignments and Participations. (a) Each Lender mayBank may assign, upon at least five Business Days’ notice to such Lender with the prior consent of the Borrower and the Administrative AgentAgent (which, assign in either case, shall not be unreasonably withheld), to one or more Eligible Assignees banks, financial institutions or other entities all or a portion of its rights and obligations as a Bank under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by itit in respect of the Committed Rate Advances); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all of the assigning Bank's rights and obligations under and in respect of any or all of the FacilitiesLoan Documents, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitments, if any, of the assigning Bank being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as 10,000,000, and shall be approved by an integral multiple of $1,000,000 in excess thereof, or the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness remaining amount of such assignment, the Borrowers)Bank's Commitments, (iii) each such assignment shall be to an Eligible Assignee, and (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,000; provided, further, that each Bank may, without the consent of the Borrower or the Agent, assign, as collateral or otherwise, any of its rights under this Agreement and the other Loan Documents (including, without limitation, the right to payment of principal and interest under the Notes) to any Federal Reserve Bank, and such assignment of rights to the Federal Reserve Bank shall not be subject to the conditions and restrictions set forth in items (i) through (iv) of the immediately foregoing proviso; and provided, 71 77 further, that each Bank may, without the consent of (but with prior written notice to) the Borrower or the Agent, assign, in whole or in part, any of its rights and obligations under this Agreement and the other Loan Documents to any of its Affiliates, and such assignment to Affiliates shall not be subject to the conditions and restrictions set forth in items (i) through (iv) of the proviso above. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and thereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations under the Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under the Loan Documents, such Bank shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender, with the consent of the Borrower, each Agent and each Issuing Bank, may and, in the case of a Lender may, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10 or 2.13) upon at least five 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 including, without limitation, all or a portion of its CommitmentCommitment 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the FacilitiesRevolving Credit Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, the remaining Commitment of the assigning Lender shall in no event be less than $10,000,000, (iv) each such assignment shall be to an Eligible Assignee, (ivv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments this Section 9.07(a) shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (vi) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts then due and payable to such Lender under this Agreement and (vvii) 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 $3,5002,500; provided further that if such assignment is to an Eligible Assignee which is a direct or indirect wholly owned Subsidiary of any Lender or the controlling corporation of such Lender, no consent of the Borrower shall be required for such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, 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).

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the FacilitiesFacility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, assignment was a Lender, Lender or an Affiliate of any Lender or an Approved Fund of any a Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than than, with respect to the Working Capital Facility, the lesser of 5% of the Working Capital Facility or $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at with respect to the time of 109 effectiveness of such assignmentTerm Facility, the Borrowers)$5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Syndication Agent anduntil June 30, so long as no Default 1998 or, if earlier, the date the Syndication Agent shall have occurred and be continuing at notified the time Lender Parties that syndication of effectiveness of such assignmentthe Commitments hereunder has been completed, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5002,000.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Parent Borrower (following a demand by such Lender pursuant to Section 2.14 or Section 2.15 if no Event of Default has occurred and is continuing) upon at least five 5 Business Days’ notice to such Lender and the Administrative AgentAgent or if required pursuant to Section 2.20, 2.21, or 2.25 will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or any Notes held by itit required to be assigned pursuant to Section 2.14 or Section 2.15) with the consent of the Agent and each Issuing Lender and, so long as no Event of Default has occurred and is continuing, the Parent Borrower (none of such consents to be unreasonably withheld); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any Competitive Bid Advances owing to it and in respect of any Competitive Bid Notes held by it, except any such Competitive Bid Advances or all of the FacilitiesCompetitive Bid Notes required to be assigned pursuant to Section 2.14 or Section 2.15), (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Parent Borrower pursuant to this Section 9.07(a) shall be arranged by the Parent Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Parent Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either one or more Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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, and (vii) any Lender may, without the approval of the Parent Borrower, the Issuing Lenders and the Agent, assign all or a portion of its rights to any of its Affiliates or to a Person that, immediately prior to such assignment, was a Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.14, 2.17 and 9.04 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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by any Borrower (following a demand by such Lender pursuant to Section 2.12 or 2.15) upon at least five 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender shall have obtained the prior written consent of the Administrative Agent, the Issuing Bank and, other than in the case of an assignment to an Affiliate of such Lender, another Lender or its Affiliate, or assignments of the type described in subsection (g) below and unless a Default or an Event of Default has occurred and is continuing, Rayonier, in each case such consent not to be unreasonably withheld or delayed, (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as and shall be approved by an integral multiple of $1,000,000 unless Rayonier and the Administrative Agent andotherwise agree, so long as no Default shall have occurred and be continuing at if the time assigning Lender is assigning less than all of 109 effectiveness of its Commitments after giving effect to such assignment, the Borrowers)amount of the commitment of the assigning Lender shall be equal to or greater than $5,000,000, (iiiiv) each such assignment shall be to an Eligible Assignee, (ivv) except each such assignment made as a result of a demand by the applicable Borrower pursuant to this Section 8.07(a) shall be arranged by such Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the applicable Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either such Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the case aggregate outstanding principal amount of the Revolving Credit Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, its proportionate interest in LC Exposure and all other amounts payable to such Lender under this Agreement, (vi) each such assignment shall include an assignment by a Person that, immediately prior to such assignment, was a Lender, to one Lender of its Affiliatesproportionate interest in LC Exposure, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvii) the parties to each such assignment shall (y) electronically execute and deliver to the Administrative AgentAgent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or (z) manually execute and deliver to the Administrative Agent an Assignment and Acceptance together with a processing and recordation fee of $3,500 (such fee payable by the assignor or assignee, as agreed by the parties), for its acceptance and recording in the Register. Upon such execution, an delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, together with any Note or Notes subject (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 Assignment and Acceptance, have the rights and obligations of a processing Lender hereunder and recordation fee (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 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 $3,500an 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).

Assignments and Participations. (a) Each Lender may, with the consent of the Agent (not to be unreasonably withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by the Company so long as no Default shall have occurred and be continuing and only with respect to any Affected Lender, upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment or Commitments, the Advances owing to it it, its participations in Letters of Credit, if any, and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in this Agreement with respect of any to one or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any a Lender or an Approved Fund of any Lender with respect to a Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments or Advances Revolving Credit Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (or y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such lesser amount assignment (determined as shall be approved by of the Administrative Agent and, so long as no Default shall have occurred date of the Assignment and be continuing at the time of 109 effectiveness of Acceptance with respect to such assignment) shall in no event be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, in each case, unless the Borrowers)Company and the Agent otherwise agrees, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.08(a) shall be arranged by the Company after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Company pursuant to this Section 9.08(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 AcceptanceAcceptance (and the assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment; provided, however, that (x) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds with respect to a Lender and (y) in the case of each assignment made as a result of a demand by the Company, such recordation fee shall be payable by the Company except that no such recordation fee shall be payable in the case of an assignment made at the request of the Company to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 9.06 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (so long as no Default shall have occurred and be continuing and following a demand by such Lender pursuant to Section 2.15 or Section 2.18) upon at least five 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 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) each such assignment of a Facility shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and this Agreement in respect of any or all of such Facility; (ii) each such assignment need not be pro rata among the Facilities, ; (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 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 109 effectiveness of such assignment, the Borrowers), (iiiiv) each such assignment shall be to an Eligible Assignee, ; (ivv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement; (vi) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) principal amount and all other amounts accrued or payable to such Lender under this Agreement and (vvii) 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 $3,5003,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee may be paid by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.15, Section 2.18 and Section 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations (other than its obligations under Section 8.05 to the extent any claim thereunder relates to an event arising prior to such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender maymay at any time, upon at least five Business Days’ with notice to such Lender the Company prior to making any proposal to any potential assignee and with the Administrative Agentconsent of the Company, which consent shall not be unreasonably withheld (and shall at any time, if requested to do so by the Company pursuant to Section 2.10 or 2.14) assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and the any Note or Notes held by it); provided, however, that (i) the Company’s consent shall not be required (A) in the case of an assignment of Commitment and Advances to an Affiliate of such Lender, provided that notice thereof shall have been given to the Company and the Agent or (B) in the case of an assignment of the type described in subsection (g) below; (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all the rights and obligations under this Agreement specified in the applicable Assignment and in respect of any or all of the Facilities, Acceptance; (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 US$10,000,000 or an integral multiple of US$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 109 effectiveness of such assignment, the Borrowers), (iiiiv) each such assignment shall be to an Eligible AssigneeAssignee unless the Company and the Agent otherwise agree, (ivv) except in each such assignment made as a result of a demand by the case of Company pursuant to this Section 9.06(a) shall be arranged by the Company after consultation with, and subject to the approval of, the Agent, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 9.06(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no payment of such assignments shall be permitted without the consent principal amount and all other amounts payable to such Lender under this Agreement and all of the Administrative Agent and, so long as no Default obligations of the Borrower to such Lender shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) been satisfied; and (vvii) 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 $3,500US$3,500 and, if the assigning Lender is not retaining a Commitment hereunder, any Note subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, 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, provided, however, that such assigning Lender’s rights under Sections 2.10, 2.14 and 9.04, and its obligations under Section 8.05, shall survive such assignment as to matters occurring prior to the effective date of such assignment).

Assignments and Participations. (a) Each Lender may, with the consent of the Administrative Agent (except as provided in clause (g) below) and the Borrower (such consent not to be unreasonably withheld) and, if demanded by the Borrower pursuant to Section 9.01(b) or following a request for a payment to or on behalf of such Lender under Section 2.10 or Section 2.13 or following a notice given by such Lender pursuant to Section 2.11, upon at least five ten 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 including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); provided, howeverthat the Borrower may make demand with respect to a Lender that has given notice pursuant to Section 2.11 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice; provided, that further, that: (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement and in respect of any or all of the Facilities, Revolving Credit Notes; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers), $1,000,000 in excess thereof; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments Borrower shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent and, so long and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement; (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignment, BMCA principal and all other amounts payable to such Lender under this Agreement; (in each case, which consents vi) no Lender shall at any time have more than two (2) assignees that were not be unreasonably withheld) Initial Lenders; and (vvii) 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 Revolving Credit Notes subject to such assignment and a processing and recordation fee of $3,5002,500 (which shall be paid by Persons other than the Borrower unless such assignment is made as a result of a demand by the Borrower). 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 rights of indemnification under Section 9.04 or otherwise relating to a time prior to the effective date of such Assignment and Acceptance 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).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrowers (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the its Advances owing to it and the Note or any Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations (including the Revolving Credit Facility and the Term Loan Facility and Term Loans) under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of any or all of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrowers pursuant to this Section 8.07(a) shall be arranged by the Borrowers after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrowers pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 Revolving Credit Note or Notes Term Loan Note subject to such assignment and a processing and recordation fee of $3,500, and (vii) any such assignment shall be subject to the prior written consent (such consent not to be unreasonably withheld) of: (a) the Borrowers, provided that no consent of the 50 Borrowers shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee, (b) the Agent and (c) the Issuing Banks.

Assignments and Participations. (a) Each Lender maymay ------------------------------ and, so long as no Default has occurred and is continuing, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.10, 2.12 or 7.04) shall upon at least five 5 Business Days’ ' notice to such Lender and the Administrative Agent, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its CommitmentCommitment 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 uniform, and not a varying, percentage of all rights and obligations under and in respect of any one or all of the more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances of the assigning Lender being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as and shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time in an integral multiple of 109 effectiveness of such assignment, the Borrowers)$500,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliatespayment of such principal amount and all other amounts payable to such Lender under or in respect of this Agreement, (vi) no such assignments shall be permitted without the consent of the Administrative Agent anduntil the Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, (vii) so long as no Default shall have has occurred and be is continuing at the time of effectiveness of such proposed assignment, BMCA no such assignment shall be permitted without the consent of the Borrower (in each case, which consents shall such consent not to be unreasonably withheld) withheld or delayed), and (vviii) 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 $3,5003,000.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender with the prior written consent of the Borrower, the LC Issuer and the Administrative AgentAgent (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 all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by itits participation in Facility LCs); provided, however, provided that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a assigning Lender’s rights and obligations under this Agreement, (ii) the aggregate amount Commitment Amount of the Commitments or Advances assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (500,000 or, if less, the entire amount of such Lender’s Commitment, and shall be an integral multiple of $100,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a Page 252 of 391 processing and recordation fee of $3,5003,500 (which shall be payable by one or more of the parties to the Assignment and Acceptance, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), (v) the consent of the Borrower shall not be required after the occurrence and during the continuance of any Event of Default under Section 6.01(a), Section 6.01(c)(i) (with respect to a breach of Section 5.02(c) only) or Section 6.01(e) and (vi) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and 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 (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c)). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower, the LC Issuer and the Administrative Agent shall not be required with respect to any assignment by any Lender to an Affiliate of such Lender or to another Lender and (B) any Lender may at any time, without the consent of the Borrower, the LC Issuer or the Administrative Agent, and without any requirement to have an Assignment and Acceptance executed, assign all or any part of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments or Advances Revolving Credit Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 US$10,000,000 or an integral multiple of US$1,000,000 in excess thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than US$10,000,000 or such lesser amount as shall be approved by an integral multiple of US$1,000,000 in excess thereof unless the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)otherwise agree, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,500US$3,500 payable by the parties to each such assignment, provided, however, that in the case of each assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.14 and 9.04 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).

Assignments and Participations. (a) Each Lender maymay ------------------------------ and, if demanded by the Borrower (which demand may only be made within 30 days after a demand by such Lender pursuant to Section 2.08 or 2.10) upon at least five 10 Business Days’ ' notice to such Lender and the Administrative 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 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) each such assignment shall be of a uniform, and not -------- ------- a varying, percentage of all rights and obligations under and in respect of any or all of the Facilitiesits Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Commitment and Advances of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers)5,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such assignment, was a Lender, together with accrued interest thereon to one the date of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, BMCA (in each case, which consents shall not be unreasonably withheld) and (vvi) 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 $3,5003,500 which shall be paid by the assignee party to such Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights 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).

Assignments and Participations. (a) Each Lender mayParty may and, upon at least if requested by the Borrower (following (i) a demand by such Lender Party for the payment of additional compensation pursuant to Section 2.12 or 2.13, (ii) an assertion by such Lender Party pursuant to Section 2.10 that it is unlawful for such Lender Party to make Eurodollar Rate Advances or (iii) a failure by such Lender Party to approve any amendment or waiver pursuant to Section 8.01, provided that such amendment or waiver would otherwise have been effective but for such Lender Party’s failure, together with the failure of any other Lender Party to which the Borrower has made a similar request under this clause (a), to approve such amendment or waiver, provided further that, with respect to clause (iii), such failure to approve shall have continued for a period of not less than five Business Days’ Days following written notice by the Borrower to such Lender and Party of such request by the Administrative AgentBorrower), shall assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including (y) all or a portion of its Revolving Commitment, the Revolving Advances owing to it it, L/C Credit Extensions and the Revolving Note or Revolving Notes held by it, and/or (z) all or a portion of its Term Commitment, the Term Advances owing to it, and the Term Note or Term Notes held by it), including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations of such Lender under and in respect of any or all and shall be made on a pro rata basis with respect to each of the FacilitiesTerm Advances or the Revolving Advances, as applicable, held by such Lender, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a LenderLender Party, an Affiliate of any Lender Party or an Approved Fund of any Lender or an assignment of all of a LenderLender Party’s rights and obligations under this Agreement, the aggregate amount of (A) any Term Commitment or Term Advance being assigned to such Person pursuant to such assignment (determined as of the Commitments date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or Advances such lesser amount as shall be approved by the Administrative Agent) and shall be in increments of $1,000,000 in excess thereof; provided that Related Funds shall be combined for purposes of determining compliance with such minimum assignment amounts, or (B) any Revolving Commitment or Revolving Advance being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default Agent) and shall have occurred and be continuing at the time in increments of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iii) each such assignment shall be (A) with respect to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliatesany Term Commitment or any Term Advance, no such assignments shall be permitted without the consent of the Administrative Agent (such consent not to be unreasonably withheld) and, so long as no Specified Default shall have has occurred and is continuing, the consent of the Borrower (such consent not to be continuing at unreasonably withheld), except assignments to any other Lender Party, an Affiliate of any Lender, an Approved Fund or to any Federal Reserve Bank, and (B) with respect to any Revolving Commitment, Revolving Advance, L/C Credit Extension or L/C Borrowing, no such assignments shall be permitted without the time consent of effectiveness of such assignment, BMCA the Swing Line Bank and each Issuing Bank (in each case, which consents shall acting in its sole discretion), the Administrative Agent (such consent not to be unreasonably withheld or delayed) and, so long as no Specified Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld) ), except, with respect to the Borrower’s consent only, assignments to any other Lender Party, an Affiliate of any Lender, any Approved Fund or to any Federal Reserve Bank, and (viv) 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 116 AESC Credit Agreement processing and recordation fee of $3,5003,500 (such fee to be paid by the Borrower if such assignment is being made pursuant to a request of the Borrower therefor under this Section 8.07(a)); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds and (v) with respect to Revolving Commitment or Revolving Advance, each such assignment thereof shall be made on a pro rata basis with respect to each of (A) such Revolving Lender’s Revolving Advances and L/C Credit Extensions and (B) such Revolving Lender’s Revolving Commitment; provided further that (I) each such assignment made as a result of a request by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower with the approval of the Administrative Agent, which approval shall not be unreasonably withheld or delayed, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement and (II) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Borrower and/or one or more Eligible Assignees in an aggregate amount equal to all other amounts payable to such Lender under this Agreement and the other Financing Documents (including, without limitation, any amounts owing under Section 2.12, 2.13 or 8.04).

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Borrower in accordance with the terms of Section 8.01(d), upon at least five 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 including, without limitation, all or a portion of its Commitment, the Advances amount of the Loan owing to it and the any Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of any or all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time an integral multiple of 109 effectiveness of such assignment, the Borrowers)$1,000,000 in excess thereof, (iiiii) each such assignment shall be to an Eligible Assignee, (iviii) except in each such assignment made as a result of a demand by the case of an assignment by a Person that, immediately prior Borrower pursuant to such assignment, was a Lender, to one of its Affiliates, no such assignments Section 8.01(d) shall be permitted without arranged by the consent of Borrower after consultation with the Administrative Agent andand shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, so long (v) no Lender shall be obligated to make any such assignment as no Default a result of a demand by the Borrower pursuant to Section 8.01(d) unless and until such Lender shall have occurred and be continuing received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the time aggregate outstanding principal amount of effectiveness the amount of the Loan owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal amount, BMCA Break Funding Costs (in each caseif any), which consents shall not be unreasonably withheld) and all other amounts then due and payable to such Lender under this Agreement, (vvi) 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 $3,5003500, provided, that for any assignment to an Affiliate of an Initial Lender, the recordation fee shall be $1000, (vii) the Administrative Agent shall have given its consent to such assignment, and (viii) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its consent to such assignment (which consent shall not be unreasonably withheld or delayed). 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 Table of Contents 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).