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 Term Loan Commitment, the Term Loan 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 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 Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA), (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 Any Lender may(i) may (and in the case of clause (B) below, upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that (A) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a Lender, each of the Paying Agent, each Issuing Bank and, unless a Default shall have occurred and be continuing at the time such assignment is effected, the Borrower must give their prior consent to such assignment (which consent shall not be unreasonably withheld or delayed) and (B) if the assignment is demanded by the Borrower pursuant to Section 2.17, no Default shall have occurred and be continuing at the time of such demand and such assignment and the Borrower shall have given at least five Business Days’ notice of such demand to the applicable Lender and the Paying Agent; provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more 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 Term Loan Commitments or Term Loan 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 the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Administrative Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible AssigneeAssignee or an Affiliate of a Lender, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to Section 2.17 shall be arranged by the Borrower 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 (whether as a result of a demand by a Person that, immediately prior the Borrower pursuant to Section 2.17 or otherwise) 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 Second Amended and Restated Alliance Credit Agreement 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 $3,500; provided, however, the Borrower shall have no liability for the payment of such fee except that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Without the prior written consent of P&G and, except in connection with an Affiliate of any of the Borrowers exercising its call rights under Section 2.18, and of the Agent (which Agent’s consent shall not be unreasonably withheld), no 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 any portion of its rights and obligations under this Agreement to any Person, except to an Affiliate of such Lender, as provided in Section 2.11 or 2.14, or as set forth in Section 8.07(g) or to another Lender that is an Affiliate of such Lender. Each assignment pursuant to the terms of this Section 8.07(a) (including all or a portion of its Term Loan Commitment, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that (iA) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement and shall be on a pro rata basis between the Facilities (and, in the case of an assignment demanded by a Borrower, 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), except that any such assignment of a Commitment by a Lender to another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the same percentage of any of the assigning Lender’s Advances and any such assignment of one or more Advances by a Lender to another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the same percentage the assigning Lender’s Commitment or any of the assigning Lenders other Advances, (iiB) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 10,000,000, and (or such lesser amount as C) shall be approved evidenced by evidenced by an Assignment and Acceptance executed by each of the Administrative Agent andparties thereto and delivered to the Agent, so long for its acceptance and recordation in the Register. No Lender shall be obligated to make any such assignment as no Default a result of a demand by a 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 Borrowers or one or more Lender assignees therefrom 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 amount and all other amounts payable to such Lender under this Agreement, (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 (vD) 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 (E) the Lenders party to each such Assignment and Acceptance shall remit to the Agent a processing and recordation fee of $3,500, which fee shall be payable by either the assigning Lender or the assignee Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (2) 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 all or a portion of its Term Loan Commitment, the Term Loan Advances owing to it it, L/C Credit Extensions 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 this Agreementand in respect of and shall be made on a pro rata basis with respect to each of the Advances 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 the Term Loan Commitments any Commitment or Term Loan Advances 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 effectiveness $1,000,000 in excess thereof; provided that Related Funds shall be combined for purposes of determining compliance with such assignment, BMCA)minimum assignment amounts, (iii) each such assignment shall be with respect to an Eligible Assigneeany Commitment, (iv) except in the case of an assignment by a Person thatAdvance, immediately prior to such assignment, was a Lender, to one of its AffiliatesL/C Credit Extension or L/C Borrowing, no such assignments (other than pledges or assignment by way of security to a Federal Reserve Bank) shall be permitted without the consent of each Issuing Bank (in each case, acting in its sole discretion), the Administrative Agent (such consent not to be unreasonably withheld or delayed) and, so long as no Specified Default shall have has occurred and be continuing at is continuing, the time consent of effectiveness of the Borrower (such assignment, BMCA (in each case, which consents shall consent not to be unreasonably withheld) withheld or delayed), except, with respect to the Borrower’s consent only, assignments to any other Lender Party, an Affiliate of any Lender, any Approved Fund, and (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) each such assignment thereof shall be made on a pro rata basis with respect to each of (A) such Lender’s Advances and L/C Credit Extensions and (B) such Lender’s Commitment; provided further that (I) each such assignment made as a result of a request by the 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 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 Term Bridge Loan Commitment, the Term Loan Advances 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 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 Term Bridge Loan Commitments or Term Loan Advances 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 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA), (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 Bank may, and so long as no Default shall have occurred and be continuing, if demanded by the Company pursuant to Section 2.11 upon at least five (5) Business Days’ ' notice to such Lender Bank 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 all or a portion of its Term Loan Commitment, its LOC Participating Interests and the Term Loan Advances LOC Disbursements owing to it and the Note or Notes held by it); provided, however, provided that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementof such Bank hereunder, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was (x) a Lender, Bank or 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 AgreementBank, the aggregate amount of the Term Loan Commitments or Term Loan Advances Commitment being assigned to such Eligible Assignee pursuant to 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 $1,000,000 unless it is an assignment of the entire amount of such assignor's Commitment, or (y) not a Bank or an Affiliate of any Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Assumption 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 effectiveness of such assignment, BMCA)assignor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an Assignee and such assignment is consented to and approved 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 Agent, the Issuing Bank and, so long as there then exists no Default Event of Default, the Company (such approvals not to be unreasonably withheld), (iv) each assignment made as a result of a demand by the Company pursuant to Section 2.11 shall be arranged by the Company after consultation with the Administrative Agent, and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Company pursuant to Section 2.11 unless and until such Bank shall have occurred received one or more payments from either the Company or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the LOC Disbursements made by such Bank, 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 Bank under this Agreement, (vi) as a result of such assignment, BMCA (in each case, which consents the Company shall not be unreasonably withheld) subject to additional amounts under Section 2.06 or 2.08, 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 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 such Lender pursuant to Section 2.11 or 2.14 or a suspension of Eurodollar Rate Advances pursuant to Section 2.12 and only if no Event of 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 Term Loan Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Term Loan 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 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 's rights and obligations under this Agreement, the aggregate amount of (x) the Term Loan Commitments or Term Loan 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 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 less than $1,000,000, unless, in each case, the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)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 no such recordation fee shall be payable in the case of an assignment made at the request of 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 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 Any Lender may(i) may (and in the case of clause (B) below, upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that (A) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a Lender, each of the Paying Agent and, unless a Default shall have occurred and be continuing at the time such assignment is effected, the Borrower must give their prior consent to such assignment (which consent shall not be unreasonably withheld or delayed) and (B) if the assignment is demanded by the Borrower pursuant to Section 2.17, no Default shall have occurred and be continuing at the time of such demand and such assignment and the Borrower shall have given at least five Business Days' notice of such demand to the applicable Lender and the Paying Agent; provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more 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 Term Loan Commitments or Term Loan 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 the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Administrative Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible AssigneeAssignee or an Affiliate of a Lender, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to Section 2.17 shall be arranged by the Borrower 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 (whether as a result of a demand by a Person that, immediately prior the Borrower pursuant to Section 2.17 or otherwise) 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 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 $3,500; provided, however, the Borrower shall have no liability for the payment of such fee except that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying 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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand 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 Term Loan Commitments or Term Loan 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 5 million (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (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 the Borrower (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 112 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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of the Term 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 under the Term Facility or an integral multiple of $500,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, to one an Affiliate of its Affiliates, no such assignments shall be permitted without the consent any Lender or a Fund Affiliate of the Administrative Agent and, any Lender and so long as no Default shall have occurred and be continuing at continuing, each assignment shall be made with the time consent of effectiveness of such assignment, BMCA (in each casethe Borrower, which consents consent shall not be unreasonably withheld or delayed, (v) no such assignments shall be permitted (A) until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time without the consent of the Administrative Agent (which consent 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, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,5003,500 in connection with secondary assignments and participations only.

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) 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 Term Loan Commitment, the Term Loan 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 its Revolving Credit Commitment, the Revolving Credit Advances owing to it, its participations in Letters of Credit and obligations under this Agreementthe Note or Notes held by it or a constant, and not a varying, percentage of its Unissued Letter of 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 Term Loan Commitments or Term Loan 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 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, BMCA)in each case, unless the Borrower and the 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 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 2.12, 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 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 Term Loan Commitment, the Term Loan Advances Advance 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 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 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan Advances Commitment and Advance 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 effectiveness of such assignment, BMCA)U.S.$2,000,000, (iii) each unless the assignment is to an existing Lender or an Affiliate of the assigning Lender, the Borrower shall have notified the assigning Lender within five Business Days of the Borrower's receipt of notice of such assignment of the Borrower's approval of such assignment (such approval not to be unreasonably withheld or delayed) and if the Borrower has not notified the assigning Lender of its approval or disapproval of such assignment by such date, the Borrower shall be deemed to an Eligible Assigneehave given its approval, (iv) except in any assignment at any date prior to the case date 60 days after the Restatement Effective Date shall be made on the last day of an assignment by a Person thatInterest Period, 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 (such acceptance not to be withheld if the conditions set forth above in this Section 9.07 are satisfied) 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 $3,500U.S.$3,000. 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 maymay with the consent of each Issuing Bank (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company (so long as no Event of Default shall have occurred and be continuing and following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ ' notice to such Lender and the 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 Term Loan Revolving Credit Commitment, the Term Loan 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 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 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 (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 effectiveness of such assignment, BMCA)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 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, so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 2.10(d) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan 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 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 Term Loan Commitments or Term Loan 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 and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) under each Facility for which a Commitment is being assigned, (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 2.10(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 (iv) 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(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 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 (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 and shall deliver any Note or Notes (if any) subject to such assignment (provided such delivery may occur after an assignment is effective), and shall pay a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.10(d), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender may, and so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 2.10(e) or 9.01(b) upon at least five Business Days’ ' notice to such Lender and the Administrative AgentAgent will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances (including, for the purposes of this Section 9.07(a), participations in Letters of Credit and in Swing Line 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 this Agreementand in respect of any or all Facilities (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)Agent) under each Facility for which a Commitment is being assigned, (iii) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender's rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, except that this clause (iii) shall not (x) apply to rights in respect of Swing Line Advances or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis, (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 Section 2.10(e) or 9.01(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 (vi) 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 9.01(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 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 (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 (viii) the Administrative Agent shall have received a processing and recordation fee of $3,500.3,500 (which fee, in the event such assignment is made as a result of a demand by the Borrower pursuant to Section 2.10(e) or

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ may (i) with notice to such Lender the Company and to the Administrative Agent, assign to any other Lender, any Affiliate of a Lender or any Approved Fund all or a portion of its rights and obligations under this Agreement, and (ii) with the consent of the Administrative Agent and the Company (such consent not to be unreasonably withheld or delayed and, in the case of the Company, such consent shall not be required if a Default or an Event of Default has occurred and is continuing), assign to one or more other Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Commitment, Commitment and the Term Loan 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 this Agreement, (iiA) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Advances at the time owing to it or in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, Lender or an Affiliate of any a Lender or an Approved Fund of any Lender or an assignment of all of with respect to a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan Commitment (which for this purpose includes Advances being assigned outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such Eligible Assignee pursuant to such assignment (assignment, determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall in no event not 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 effectiveness of such assignment, BMCA), (iii) unless 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 or Event of Default has occurred and be continuing at is continuing, the time of effectiveness of Company otherwise consents (each such assignment, BMCA (in each case, which consents shall consent not to be unreasonably withheldwithheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, (vC) 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 Assumption substantially in the form of Exhibit C hereto and (C) such parties shall also deliver to such assignment and the Administrative Agent a processing and recordation fee in the amount, if any, required as set forth on Schedule 8.07, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and 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 $3,500a 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) but shall continue to be entitled to the benefits of Sections 2.12, and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, however that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment shall be provided to one of its Affiliatesthe Administrative Agent and the Borrower, no such assignments shall be permitted without the 119 consent, which such consent shall not be unreasonably withheld, of (A) the Administrative Agent and, and (B) so long as no Default or Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Borrower 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 and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.

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 or upon such Lender identifying itself as a Protesting Lender pursuant to Section 9.08) shall, upon at least five 5 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 Term Loan Commitment, the Term Loan 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 AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive 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 Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)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. (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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that (i) without the prior written consent of the Administrative Agent (which may be withheld for any reason) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of each of the Facilities on a pro rata basis with respect to each Facility, and no Facility may be assigned in full or in part without a contemporaneous assignment to the same assignee of each of the other 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 Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)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 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, (iv) 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 (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 PPG 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 Revolving Credit 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 Term Loan Commitment, the Term Loan 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 AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive 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 a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 effectiveness of such assignmentis continuing, BMCA)PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case each such assignment made as a result of a demand by PPG 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 Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by a Person that, immediately prior to such assignment, was a Lender, to one it) and (y) be arranged by PPG after receipt of its Affiliates, no such assignments shall be permitted without the written consent of the Administrative Agent and(and if a Commitment is being assigned, so long as no Default shall have occurred each Issuing Lender and be continuing at the time of effectiveness of such assignment, BMCA (in each caseSwing Line Bank), 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 PPG pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender (other than Competitive Bid Advances), 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 Revolving Credit 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 PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, 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, may 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 Term Loan Commitment, the Term Loan Advances Loans 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, 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 this Agreement, (iiiii) except in the case of (x) an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an (y) assignment to the Approved Fund of any the assigning Lender or (z) an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 $5,000,000 (or such lesser amount as 1,000,000 and shall be approved by an integral multiple of $1,000,000 unless the Administrative Agent andotherwise agrees, so long as no Default shall have occurred and be continuing at if the time assigning Lender is assigning less than all of effectiveness of such assignment, BMCA), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior its Loans after giving effect to such assignment, was a Lender, to one the amount of its Affiliates, no such assignments the Loans of the assigning Lender 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) equal to or greater than $1,000,000 and (viv) the parties to each such assignment shall (A) 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 (B) 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 maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 4.08 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 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 Term Loan Commitments or Term Loan 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, in the case of the Term Facilities, and $2,000,000 in the case of the Working Capital Facility (or or, in either case, such lesser amount as shall be approved by the Administrative Agent and, so long Agent) under each Facility for which a Commitment is being assigned; provided that simultaneous assignments by two or more Related Funds shall be treated as no Default shall have occurred and be continuing at one assignment for purposes of the time of effectiveness of such assignment, BMCA)minimum assignment requirement, (iiiii) each such assignment shall be to an Eligible AssigneeAssignee and (A) to the extent such assignment is in respect of the Working Capital Facility, the Swing Line Bank and each Issuing Bank with a Working Capital Letter of Credit Commitment shall have consented to such assignment, (ivB) except to the extent that such assignment is in respect of the case Working Capital Facility, so long as no Event of an Default shall have occurred and be continuing, the Borrower shall have consented to such assignment by a Person and (C) to the extent such assignment is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent shall have consented to such assignment (in each case such consent not to be unreasonably withheld or delayed), (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 4.08 or 11.01 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 4.08 or 11.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of its Affiliatesthe Advances owing to LSP Gen Finance First Lien Credit Agreement such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent 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 assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Commitments hereunder has been completed 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 via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with (A) any Note or Notes (if any) subject to such assignment assignment, (B) an administrative questionnaire and tax forms, if applicable and (C) a processing and recordation fee of $3,5003,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided, however, that only one such fee shall be payable with respect to simultaneous assignments by or to one or more Related Funds; provided further that for each such assignment made as a result of a demand by the Borrower pursuant to Section 4.08 or 11.01, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Any Lender may(i) may (and in the case of clause (B) below, upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that (A) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a Lender, each of the Paying Agent, each Issuing Bank and, unless a Default shall have occurred and be continuing at the time such assignment is effected, the Borrower must give their prior consent to such assignment (which consent shall not be unreasonably withheld or delayed) and (B) if the assignment is demanded by the Borrower pursuant to Section 2.17, no Default shall have occurred and be continuing at the time of such demand and such assignment and the Borrower shall have given at least five Business Days’ notice of such demand to the applicable Lender and the Paying Agent; provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more 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 Term Loan Commitments or Term Loan 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 the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Administrative Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible AssigneeAssignee or an Affiliate of a Lender, (iv) except in each such assignment made as a result of a demand by the case of Borrower pursuant to Section 2.17 shall be arranged by the Borrower 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 (whether as a result of a demand by a Person that, immediately prior the Borrower pursuant to Section 2.17 or otherwise) 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 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 $3,500; provided, however, the Borrower shall have no liability for the payment of such fee except that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying 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 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 Term Loan Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loan 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 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 (x) the Term Loan Commitments or Term Loan 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 be $10,000,000 or an integral multiple of $1,000,000 in no event be less than $5,000,000 excess thereof and (or such lesser amount as shall be approved by y) the Administrative Agent and, so long as no Default shall have occurred and be continuing at Letter of Credit Commitment of the time of effectiveness of such assignment, BMCA), (iii) assigning Issuing Bank being assigned pursuant to each such assignment shall be to an Eligible Assignee, (iv) except in determined as of the case date of an assignment by a Person that, immediately prior the Assignment and Acceptance with respect to such assignment, was a Lender, to one of its Affiliates, no such assignments ) shall be permitted without the consent $5,000,000 or an integral multiple of the Administrative Agent and$1,000,000 in excess thereof, 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) unless the Borrower and the Agent otherwise agree and (viii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 payable to the Agent by the parties to each such assignment (unless such fee is waived by the Agent in its sole discretion), 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 provided further that no such assignment shall be made to any Defaulting Lender or Potential Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause. 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 with respect to the interest assigned 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, in addition to any rights and obligations theretofore held by it as a Lender, 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 8.08 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). The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment 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 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 Borrower and the 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 Agent, the Issuing Banks and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit in accordance with its Revolving Credit 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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 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 effectiveness of such assignment, BMCA)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 Default until the Administrative Agent shall have occurred and be continuing at notified the time Lender Parties 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 (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 and the Administrative Agent, may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances Loans 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 this Agreementand in respect of (A) all of the Facilities, (B) the Revolving Facility and the Term A Facility, or (C) the Term B 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 Affiliate or Approved Fund of any a Lender or an assignment of all of a Lender’s 's rights and obligations under this AgreementAgreement or in respect of any Facility, the aggregate amount of the Term Loan Commitments or Term Loan Advances and/or Loans of the assigning Lender 119 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 1,000,000, and shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time in integral multiples of effectiveness of such assignment, BMCA)$100,000 in excess thereof, (iii) each such assignment shall be to an Eligible AssigneeAssignee or to an Affiliate or Approved Fund of the assignor, (iv) except in the case of an assignment for any assignments 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 andand any assignments to another Lender or an Affiliate, so long as no SPV or Approved Fund of the assigning Lender or of any other Lender, each assignment shall require the written consent of (A) the Administrative Agent and (B) unless a Default shall have or Event of Default has occurred and be continuing at is continuing, the time of effectiveness of Borrower, such assignment, BMCA (consent in each case, which consents shall case not to be unreasonably withheld) withheld or delayed, 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; provided, however, that no such -------- ------- fee shall be payable in the case of an assignment to an Affiliate, SPV or Approved Fund of the assigning Lender; and provided further that, in the -------- ------- case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights 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 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 Term Loan Commitment, the Term Loan Advances Loans owing to it and the Note or Notes held by it); provided, however, however that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of its Loan, (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 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 Term Loan Commitments or Term Loan Advances Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $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 effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment shall be provided to one of its Affiliatesthe Administrative Agent and the Borrower, no such assignments shall be permitted without the consent, which such consent shall not be unreasonably withheld, of (A) the Administrative Agent and, and (B) so long as no Default or Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Borrower 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 and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of each of the Facilities on a pro rata basis with respect to each Facility, and no Facility may be assigned in full or in part without a contemporaneous assignment to the same assignee of each of the other 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 Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)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 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, (iv) 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 (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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or more 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment shall be provided to one of its Affiliatesthe Administrative Agent and the Borrower, no such assignments shall be permitted without the consent, which such consent shall not be unreasonably withheld, of (A) the Administrative Agent and, and (B) so long as no Default or Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Borrower 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 and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or more 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 any 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 Term Loan Commitments or Term Loan 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 5,000,000, unless otherwise agreed by 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, (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 consent shall not be unreasonably withheld) until the earlier of (A) 30 Business Days following the Closing Date and (B) the date on which 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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreement, (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 Lender a Lender) or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)1,000,000, (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 Event of Default shall have occurred and be continuing at or Default then exists, the time of effectiveness of such assignment, BMCA Borrower (in each either case, which consents shall not be unreasonably withheld), (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) or 2.12 and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b) or 2.12, 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 (other than with respect to an assignment to one or more of a Lender's Affiliates, in which event such fee shall be $1,500, and other than with respect to an assignment by or to Bank of America, in which event such fee shall not apply).

Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, 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 Term Loan Commitment, its Unissued Letter of Credit Commitment, the Term Loan Advances owing to it it, its participations in Letters of Credit 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 this AgreementAgreement related to the Commitments or the Unissued Letter of Credit Commitment assigned thereby, (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 Term Loan Commitments or Term Loan 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 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 effectiveness of Acceptance with respect to such assignment, BMCA)) shall in no event be less than $1,000,000 or an integral multiple of $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 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 may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, Party 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of the Facilities on a pro rata basis with respect to each 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 Lender Party's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)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 prior consent of the Administrative Agent and, so long as no Default (which may be withheld for any reason) until the earlier to occur of (x) the date on which the Administrative Agent shall have occurred notified the Lender Parties that syndication of the Commitments hereunder has been completed or (y) the 120th day following the Closing Date, (iv) 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 (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.

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 all or a portion of its Term Loan CommitmentCommitments, the Term Loan 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 under this Agreementand in respect of the Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)$250,000 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 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 $3,500; provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more Approved Funds.

Assignments and Participations. (a) Each Lender maymay and, so long as no Event of Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 2.12(h), 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or 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 Lender, or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)the Borrower) 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 Default shall have occurred and be continuing at the time of effectiveness of Syndication Agent (such assignment, BMCA (in each case, which consents shall consent not to be unreasonably withheldwithheld or delayed) 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 (x) $3,5003,000, in the case of any assignment other than an assignment described in clause (y) or (z) below, (y) $1,500, in the case of an assignment to an existing Lender and (z) $0 in the case of an assignment by an existing Lender to its Affiliates, of $3,000.

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 Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Commitment, and the Term Loan Committed Advances owing to it and the Committed Note or Notes held by it); provided, however, that (i) each such assignment (other than assignment to an affiliate of such Lender) shall require the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required if an Event of Default exists, (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and Uncommitted Notes), (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 Term Loan Commitments or Term Loan 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 andan integral multiple of $1,000,000 in excess thereof, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA), (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 AcceptanceAcceptance (which shall include the agreement of the assignee party to such assignment, for the benefit of the Borrower, to be bound by the terms and provisions of this Agreement to the same extent as if it were an original party hereto), together with any Committed Note or Notes subject to such assignment and the assignor or assignee shall pay to the Administrative Agent 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). CREDIT AGREEMENT

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 an assertion by 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 Term Loan Revolving Credit Commitment, the Term Loan 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 Agreementand in respect of on or more of the Tranche A Facility, the Tranche B Facility or the Letter of 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 Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)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, 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 2.12, 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 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 2.06(b), 2.11 or 2.14) assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under a Facility or all Facilities (it being understood that any assignment under the Revolving Credit Facility shall include a proportionate assignment under the Swing Line Facility, as applicable) under this Agreement (including including, without limitation, all or a portion of its Term Loan Revolving Credit Commitment, Unissued Letter of Credit Commitment, the Term Loan Revolving Credit Advances owing to it it, its participations in Letters of Credit and the Revolving Credit 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 Revolving Credit Commitment, Revolving Credit Advances and participations in Letters of Credit 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, Agreement specified in the applicable Assignment and 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 's rights and obligations under this Agreement, the aggregate amount of (x) the Term Loan Commitments or Term Loan 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 10,000,000 or an integral multiple of $1,000,000 in excess thereof and (or y) 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 effectiveness of Acceptance with respect to such assignment, BMCA), ) shall in no event be less than $1,000,000 or an integral multiple 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 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 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 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 Borrowers 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 $3,5003,500 and, if the assigning Lender is not retaining a Commitment hereunder, any Revolving Credit 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 2.11, 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, upon at least five Business Days’ may (i) with notice to such Lender the Company and to the Administrative Agent, assign to any other Lender, any Affiliate of a Lender or any Approved Fund all or a portion of its rights and obligations under this Agreement, and (ii) with the consent of the Administrative Agent and the Company (such consent not to be unreasonably withheld or delayed and, in the case of the Company, such consent shall not be required if a Default or an Event of Default has occurred and is continuing), assign to one or more other Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Commitment, Commitment and the Term Loan 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 this Agreement, (iiA) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Advances at the time owing to it or in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, Lender or an Affiliate of any a Lender or an Approved Fund of any Lender or an assignment of all of with respect to a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan Commitment (which for this purpose includes Advances being assigned outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Lender subject to each such Eligible Assignee pursuant to such assignment (assignment, determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall in no event not 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 effectiveness of such assignment, BMCA), (iii) unless 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 or Event of Default has occurred and be continuing at is continuing, the time of effectiveness of Company otherwise consents (each such assignment, BMCA (in each case, which consents shall consent not to be unreasonably withheldwithheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, (vC) 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 Assumption substantially in the form of Exhibit C hereto and (C) such parties shall also deliver to such assignment and the Administrative Agent a processing and recordation fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and 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) but shall continue to be entitled to the benefits of Sections 2.12, and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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 AgentAgent will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan 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 Facilities (determined as of the date on which the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Acceptance, as of such “Trade Date”), but nothing contained in this AgreementSection 8.07 shall restrict any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of on which the Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Acceptance, as of such “Trade Date”) shall in no event be less than $5,000,000 2,500,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower) (provided that in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with such minimum Xxxxxx’x Restaurants Credit Agreement amount of assignment) under the Revolving Credit Facility for which a Commitment is being assigned (it being understood that an assignment under the Term Facility shall not be subject to any requirement for a minimum amount), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, to one an Affiliate of its Affiliatesany Lender or an Approved Fund of any Lender, no such assignments assignment shall be permitted without the consent of approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA the Borrower (in each case, which consents shall case such approvals not to be unreasonably withheldwithheld or delayed), provided that, in any event, any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the Issuing Banks and the Swing Line Banks, (iv) each such assignment shall be to an Eligible Assignee, (v) each such assignment made as a result of a demand by the Borrower pursuant to 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, (vi) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vii) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (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 $3,500; 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; provided, further, however, that only one such fee shall be payable in connection with simultaneous assignments by or to two or more related Approved Funds.

Assignments and Participations. (a) Each Lender may, with the consent (except as provided below), not to be unreasonably withheld, of the Administrative Agent and, prior to the occurrence and continuance of a Default, the Borrower, and, each Lender if demanded by the Borrower (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, with the consent of the Administrative Agent, not to be unreasonably withheld, and only if no Default has occurred and is continuing, 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 Term Loan Revolving Credit Commitment, the Term Loan 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 Agreementand in respect of all the Facilities (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive 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 Term Loan Commitments or Term Loan 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 (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 effectiveness of such assignment, BMCA)$500,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (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 the consent of arranged by the Administrative Agent andafter consultation with the Borrower 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 (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 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 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 (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 Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,500.3,000, except that such fee is not payable if the assignee is an existing Lender and is replacing the assigning Lender at the demand of the Borrower. Each Lender may, without the consent of, but upon notice to, the Administrative Agent and the

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 10,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default under Section 6.01(a) or (f) shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee, 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 $3,500.3,500 (unless waived by the Administration Agent in its sole discretion); provided that, only one such fee shall be payable in respect of simultaneous assignments by any Lender to its Affiliates. Kansas City Southern Credit Agreement

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 Term Loan Commitment, the Term Loan Advances 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 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 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan Advances 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 effectiveness of such assignment, BMCA), (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, another Lender or an Approved Fund, 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 the Borrowers (in each case, which consents shall not be unreasonably withheldwithheld or delayed) 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; provided, however, that only one such fee shall be payable in connection with concurrent assignments by a Lender to two or more Approved Funds.

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 Term Loan Revolving Credit Commitment, the Term Loan 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 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 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 Term Loan Commitments Revolving Credit Commitment or Term Loan Advances Swing Line Commitment (as applicable) 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 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 effectiveness of such assignment, BMCA)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’ may (i) with notice to such Lender the Company and to the Administrative Agent, assign to any other Lender, any Affiliate of a Lender or any Approved Fund all or a portion of its rights and obligations under this Agreement, and (ii) with the consent of the Agent and the Company (such consent not to be unreasonably withheld and, in the case of the Company, such consent shall not be required if an Event of Default or event that, with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing), 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 Term Loan Commitment, Commitment and the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that (iA) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement, (iiB) 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 effectiveness of the Term Loan Commitments or Term Loan Advances Conversion Option, the amount of the 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 the lesser of (1) $5,000,000 and (or 2) all of such lesser amount as Lender's rights and obligations and, if the preceding clause (1) is applicable, 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 effectiveness of such assignment, BMCA)$1,000,000, (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 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 (vC) 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 Acceptance substantially in the form of Exhibit B hereto and (D) such parties shall also deliver to such assignment and the Administrative Agent 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 and the Administrative Agent, may assign to (i) one or more Eligible Assignees with the approval of the Agent and, in the case of any Eligible Assignee not listed in clause (i) of the definition of "Eligible Assignee", the Borrower (such approval not to be unreasonably withheld or delayed) and (ii) one or more other entities with the approval of the Borrower and the Agent, all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Revolving Credit Commitment, the Term Loan 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, (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 Term Loan Commitments or Term Loan 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 (10,000,000 or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred a larger integral multiple of $1,000,000 and be continuing at the time of effectiveness of such assignment, BMCA), (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 RegisterRegister and, if the relevant Eligible Assignee is not listed in clause (i) of the definition of "Eligible Assignee", to the Borrower for its acceptance, an appropriate Assignment and Acceptance, together with any Revolving Credit Note or Notes subject to such assignment and, in the case of an Assignment and Acceptance not entered into to effect the General Syndication, 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 (other than under Sections 2.14(f), 8.07(g) and 8.08) (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) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraphs (a) through (g) and (j) of this Section, (ii) by way of participation in accordance with the provisions of paragraphs (h) through (j) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (k) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraphs (h) through (j) of this Section and, to the extent expressly contemplated hereby, the Indemnified Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) 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 banks or other entities all or a portion of its rights and obligations under this Agreement (Agreement, including without limitation, all or a portion of its Term Loan CommitmentCommitments, and the Term Loan Advances Loans owing to it and the Note or Notes held by it); provided, however, that provided that: (i) reserved; (ii) in the case of each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreement, 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 Term Loan Commitments or Term Loan Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to 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 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 effectiveness of such assignment, BMCA), €1,000,000 in excess thereof; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) except in the case of proposed assignment (if other than an assignment by a Person that, immediately prior Lender to an Affiliate or Approved Fund of 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 approved by (in each case, which consents shall not be unreasonably withheldx) and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording (y) if no Default then exists, AGCO; the foregoing approvals in the Register, an Assignment and Acceptance, together with each case not to be unreasonably withheld or delayed; provided that AGCO shall be deemed to have consented to any Note or Notes subject to such assignment and a processing and recordation fee unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; provided, further, that AGCO’s consent shall not be required during the primary syndication of $3,500.the facilities hereunder; and

Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Company (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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand 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 Term Loan Commitments or Term Loan 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 and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)Holdings) under each Facility, (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 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 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 Affiliatespayment of such principal amount and all other amounts then 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 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 the Register, an Assignment and Acceptance, together with any Note or Notes held by the assigning Lender 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 Company pursuant to this Section 8.07(a), the Company shall pay to the Administrative Agent the applicable processing and recordation fee; provided, further, that no such processing and recordation fee shall be payable in the case of an assigning Lender which is already a Lender, an Affiliate of such Lender or an Approved Fund of any Lender and in the case of contemporaneous assignments by a Lender to more than one fund managed or advised by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for all such assignments by such Lender to such funds).

Assignments and Participations. (a) Each Lender maymay (and, upon at least five Business Days’ notice to such Lender and if demanded by the Administrative Agent, Borrowers in accordance with Section 9.01(b) 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 Term Loan Commitment, Commitment or Commitments and the Term Loan 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 this Agreementand in respect of one or more of the Facilities (and any assignment of (A) an Australian Dollar Revolving Credit Commitment (or Australian Dollar Revolving Credit Advance) must be made to an Eligible Assignee that is capable of lending in Australian Dollars and (B) a Singapore Dollar Revolving Credit Commitment (or Singapore Dollar Revolving Credit Advance) must be made to an Eligible Assignee that is capable of lending in Singapore Dollars and Hong Kong Dollars, (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 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 Term Loan Commitments or Term Loan Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance Transfer Date with respect to such assignment) shall in no event be less than $5,000,000 S$5,000,000 under each Facility or an integral multiple of S$1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Operating Partnership), (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 (A) until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time 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 consent shall not be unreasonably withheld), (v) each such assignment made as a result of a demand by the Borrowers pursuant to Section 9.01(b) shall be an assignment of all rights and obligations of the assigning 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 Acceptancea Transfer Certificate and, together with any Note or Notes subject to except if such assignment and is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500S$4,000; provided, however, that for each such assignment made as a result of a demand by the Borrowers pursuant to Section 9.01(b), the Borrowers shall pay to the Administrative Agent the applicable processing and recordation fee. Notwithstanding the foregoing, no such assignment will be made by any Lender to any Defaulting Lender or Potential Defaulting Lender or any of their respective Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this sentence.

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 suspension of Eurodollar Rate Advances pursuant to Section 2.12 and only if no Event of 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 Term Loan Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Term Loan 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 this Agreementand in respect of one or more 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 (x) the Term Loan Commitments or Term Loan 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 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 less than $1,000,000, unless, in each case, the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)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 no such recordation fee shall be payable in the case of an assignment made at the request of 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 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 the Agent and the Issuing Bank (except, in each case, as provided in Section 8.07(g)) and the Borrower (which consent may be withheld in the Borrower's sole and absolute discretion) and, if demanded by the Borrower (i) following a request for a payment to or on behalf of such Lender under Section 2.12 or Section 2.15, (ii) following a notice given by such Lender pursuant to Section 2.13 or (iii) pursuant to Section 8.01(b) 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 Term Loan Commitment, the Term Loan Revolving Credit Advances and Letter of Credit Advances owing to it and the Note or Revolving Credit Notes held by it); provided, howeverthat the Borrower may make demand with respect to a Lender that has given notice pursuant to Section 2.13 only if the Borrower makes such demand of all Lenders similarly situated that have given such notice; provided, further, that (iA) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this AgreementAgreement and the Revolving Credit Notes (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes), (iiB) 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 Term Loan Commitments or Term Loan 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 (20,000,000 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 effectiveness of such assignment, BMCA)$1,000,000 in excess thereof, (iiiC) each such assignment shall be to an Eligible Assignee, (ivD) 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 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, (E) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Borrower 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 and all other amounts payable to such Lender under this Agreement and (vF) 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 $3,5003,500 (which shall be paid by Persons other than the Borrower unless such assignment is made as a result of a demand by the Borrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (1) the assignee thereunder shall (x) be a party hereto and (y) 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 the Issuing Bank, as the case may be, hereunder and (2) the Lender or the 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 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 (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's or Issuing Bank's rights and obligations under this Agreement, such Lender or the Issuing Bank shall cease to be a party hereto).

Assignments and Participations. (a) Each Lender Bank may, and so long as no Default shall have occurred and be continuing, if demanded by Pulte (following a demand by such Bank pursuant to Section 2.11) upon at least five Business Days’ notice to such Lender Bank 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 all or a portion of its Term Loan Commitment, its LOC Participating Interests and the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, provided that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementof such Bank hereunder, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was (x) a Lender, Bank or 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 AgreementBank, the aggregate amount of the Term Loan Commitments Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 unless it is an assignment of the entire amount of such assignor’s Commitment, or Term Loan Advances (y) not a Bank or an Affiliate of any Bank, the aggregate amount of the Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $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 effectiveness of such assignment, BMCA)assignor’s Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an Assignee and such assignment is consented to and approved 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 Agent, the Issuing Bank and, so long as these then exists no Default Event of Default, Pulte (such approvals not to be unreasonably withheld or delayed), (iv) each assignment made as a result of a demand by Pulte pursuant to Section 2.11 shall be arranged by Pulte after consultation with the Administrative Agent, and shall be either an assignment of all of the rights and obligations of the assigning Bank under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Bank under this Agreement, (v) no Bank shall be obligated to make any such assignment as a result of a demand by Pulte pursuant to Section 2.11 unless and until such Bank shall have occurred received one or more payments from either Pulte or other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances made by such Bank, 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 Bank under this Agreement, (vi) as a result of such assignment, BMCA (in each case, which consents Pulte shall not be unreasonably withheld) subject to additional amounts under Section 2.06 or 2.08 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.

Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Loan Parties (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 AgentAgent will, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances (including, for the purposes of this Section 9.07(a), participations in Letters of Credit and in Swing Line 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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) under each Facility for which a Commitment is being assigned, (iii) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Advances or the Commitment assigned, except that this clause (iii) shall not (x) apply to rights in respect of Swing Line Advances or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iv) 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, such assignment shall be approved by the Administrative Agent and, so long as (A) no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAor (B) the Administrative Agent shall not have determined that such assignment is necessary to achieve a successful syndication of the Facilities, the US Borrowers (in each case such approvals not to be unreasonably withheld or delayed), (iiiv) each such assignment shall be to an Eligible Assignee, (ivvi) except in any assignment of a Revolving Credit Commitment must be approved by the case Administrative Agent, the Issuing Bank and the Swing Line Bank unless the person that is proposed is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), (vii) each such assignment made as a result of a demand by the Loan Parties pursuant to this Section 9.07(a) shall be arranged by the Loan Parties 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, (viii) no Lender shall be obligated to make any such assignment as a result of a demand by a Person that, immediately prior the Loan Parties pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either one or more Loan Parties 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, (ix) 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 assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Commitments hereunder has been completed and (vx) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and (except in the case of any such assignment by a Lender to an Affiliate or Approved Fund of such Lender) a processing and recordation fee of $3,5003,500 (provided, that simultaneous or substantially contemporaneous assignments by a Lender to multiple assignees shall be treated as a single assignment for purposes of such fee); provided, however, that for each such assignment made as a result of a demand by the Loan Parties pursuant to this Section 9.07(a), the Loan Parties shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender maymay assign, and, if (i) demanded by the Borrower following (x) a payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.11, (y) the occurrence of an event that would, upon payment to such Lender of amounts hereunder, require a payment by the Borrower of Taxes with respect to such Lender in accordance with Section 2.11 or (z) a demand by such Lender pursuant to Section 2.09(a), (b) or (d) and (ii) upon at least five 30 Business Days’ ' notice to such Lender and the Administrative Paying Agent, assign 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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it (including accrued interest) and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, fixed and not a varying, the same percentage of all rights and obligations of the assigning Lender under this Agreementand in respect of each Facility under which it has a 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 Term Loan Commitments or Term Loan Advances Commitment of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 15,000,000, and the amount of the Commitment of the assigning Lender being retained by such Lender immediately after giving effect to such assignment (or such lesser amount determined as shall be approved by of the Administrative Agent and, so long as no Default shall have occurred effective date of the Assignment and be continuing at the time of effectiveness of Acceptance with respect to such assignment, BMCA)) shall in no event be less than $15,000,000, (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 8.07(a) shall be arranged by the Borrower after consultation with the Agents 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 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 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, for each Assignment and Acceptance other than an Assignment and Acceptance between a Lender and an assignee which satisfies the requirements of clause (i) of the definition of "Eligible Assignee", a processing and recordation fee of $3,500. 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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances 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 this Agreementand in respect of one or 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 Affiliate or Related 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 Term Loan Commitments or Term Loan 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 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 effectiveness of such assignment, BMCA)$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, in the case of any assignment to an Eligible Assignee other than a Lender or an Affiliate or Related Fund of a Lender or a Federal Reserve Bank and so long as no Event of 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 consent shall not be unreasonably withheld), (v) no such assignment shall be effective before the earlier of (A) October 30, 1999 and (vB) such time as Chase Securities Inc. shall have notified the Lender Parties, the Borrower and the Canadian Borrower that syndication of the Commitments hereunder has been completed, and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes Notes, if any, subject to such assignment and and, except in the case of any assignment to a Lender, an Affiliate of a Lender or a Related Fund of a Lender, a processing and recordation fee of $3,5002,500.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and the Administrative Agent, Party may ------------------------------ assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, and the Term Loan 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 this Agreementand in respect of 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 Party or an assignment of all of a Lender’s Lender Party's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan and Advances of the assigning Lender Party being assigned to such Eligible Assignee pursuant to each such assignment shall (determined as of unless otherwise consented to by the date of the Assignment Borrower 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 (except that no consent of the Borrower shall be required if a Default shall have has occurred and is continuing)) be continuing at the time equal to $5,000,000 or an integral multiple of effectiveness of such assignment, BMCA)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in such Lender Party shall have obtained the case of an assignment by a Person that, immediately Administrative Agent's prior written 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. 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 Party hereunder and (y) the Lender Party assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender Party's rights and obligations under this Agreement, such Lender Party 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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances Loans owing to it 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 this Agreementand in respect 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 Term Loan Commitments or Term Loan 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 in its sole and absolute discretion and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower Representative), (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 Senior Secured Term Loan Credit Agreement among Kosmos Energy LTD., Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf of Mexico Operations, LLC, the other Guarantors party hereto, the Initial Lenders, and CLMG Corp. dated as of September 30, 2020 Page 131 of 146 US 7362483v.35 the written consent of (A) if the Administrative Agent andis an Affiliate of the initial Term Loan A Lender, so long as no Default shall have occurred and be continuing at the time Administrative Agent or (B) if the Administrative Agent is not an Affiliate of effectiveness of such assignmentthe initial Term Loan A Lender, BMCA (the Required Lenders, in each case, which consents shall not be unreasonably withheldin its (or their) sole and absolute discretion, 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 (if any) subject to such assignment and a processing and recordation fee of $3,500assignment.

Assignments and Participations. (a) Each Lender maymay with the consent of each Issuing Bank (which consent shall not be unreasonably withheld or delayed) and, if demanded by the Company (so long as no Default shall have occurred and be continuing and following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at least five Business Days’ notice to such Lender and the 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 Term Loan Revolving Credit Commitment, its Unissued Letter of Credit Commitment, the Term Loan 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 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 (x) the Term Loan Commitments or Term Loan 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 effectiveness of 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, BMCA)in each case, unless the Company and the 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 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. 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 8.04 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, 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 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 effectiveness of such assignment, BMCA)the Borrower) 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 Default until the Administrative Agent shall have occurred and be continuing at notified the time Lender Parties 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 (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 82 AESC Credit Agreement 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 all or a portion of its Term Loan Commitment, the Term Loan Advances owing to it it, L/C Credit Extensions 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 this Agreementand in respect of and shall be made on a pro rata basis with respect to each of the Advances 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 the Term Loan Commitments any Commitment or Term Loan Advances 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 effectiveness $1,000,000 in excess thereof; provided that Related Funds shall be combined for purposes of determining compliance with such assignment, BMCA)minimum assignment amounts, (iii) each such assignment shall be with respect to an Eligible Assigneeany Commitment, (iv) except in the case of an assignment by a Person thatAdvance, immediately prior to such assignment, was a Lender, to one of its AffiliatesL/C Credit Extension or L/C Borrowing, no such assignments (other than pledges or assignment by way of security to a Federal Reserve Bank) shall be permitted without the consent of each Issuing Bank (in each case, acting in its sole discretion), the Administrative Agent (such consent not to be unreasonably withheld or delayed) and, so long as no Specified Default shall have has occurred and be continuing at is continuing, the time consent of effectiveness of the Borrower (such assignment, BMCA (in each case, which consents shall consent not to be unreasonably withheld) withheld or delayed), except, with respect to the Borrower’s consent only, assignments to any other Lender Party, an Affiliate of any Lender, any Approved Fund, and (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) each such assignment thereof shall be made on a pro rata basis with respect to each of (A) such Lender’s Advances and L/C Credit Extensions and (B) such Lender’s Commitment; provided further that (I) each such assignment made as a result of a request by the 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 83 AESC Credit Agreement 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, 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 all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances Senior Unsecured Obligations 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 this Agreementand in respect of one or more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 U.S.$1,000,000 (or such lesser amount as agreed to by the Borrower and the Administrative Agent), (iii) 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, such assignment shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower (such approvals not to be unreasonably withheld or delayed), (iiiiv) each such assignment shall be to an Eligible AssigneeAssignee (except as otherwise provided in (iii) above), (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 Senior Unsecured Obligations 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 (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 (viii) no consent of the Borrower shall be required for any reason with respect to assignments made in connection with the primary syndication hereunder. No processing and or recordation fee of $3,500shall be due.

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 Term Loan Commitment, the Term Loan Advances 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 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 Term Loan Commitments or Term Loan 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 and, so long as no Event of Default shall have has occurred and be continuing at is continuing, the time of effectiveness of such assignment, BMCABorrower), provided that simultaneous assignments by two or more Related Funds shall be treated as one assignment for purposes of the minimum assignment requirement, (iiiii) each such assignment shall be to an Eligible Assignee, (iv) except in and to the case of an extent such assignment by a Person is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent shall have consented to such assignment (in each case such consent not to be unreasonably withheld or delayed), (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 8.01 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.16 or Section 8.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of its Affiliatesthe Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default until the Administrative Agent shall have occurred and be continuing at notified the time Lender 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 (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 via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with (A) any Note or Notes (if any) subject to such assignment (B) an administrative questionnaire and tax forms, if applicable and (C) a processing and recordation fee of $3,5003,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided, however, that only one such fee shall be payable with respect to simultaneous assignments by or to one or more Related Funds; provided further that for each such assignment made as a result to a demand by the Borrower pursuant to Section 2.16 or Section 8.01, 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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or more 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (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 (A) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time 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 consent 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 and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.

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 unreasonably be withheld or delayed and, in the case of the Borrower, shall not be required (x) if an Event of Default then exists and (y) in connection with an assignment to a Lender, an Affiliate of a Lender or a Related Fund), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Term Loan Commitment, the Term Loan Advances Loans 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 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 assigning Lender’s rights and obligations under this Agreement, ; (ii) the aggregate amount of the Term Loan Commitments or Term Loan Advances Commitment and/or 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 $5,000,000 1,000,000 (or if less, the entire amount of such lesser amount as Lender’s Commitment and/or Loans) and shall be approved by an integral multiple of $1,000,000, provided, however, that simultaneous assignments by, or to, two or more Related Funds shall be combined for purposes of determining whether the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA), minimum assignment requirement in this clause (ii) has been met; (iii) each such assignment shall be to an Eligible Assignee, 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 via an electronic settlement system acceptable to the Administrative Agent or, if previously agreed to by the Administrative Agent, manually, to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, Acceptance together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.3,500 (which such processing and recordation fee may be waived or reduced in the Administrative Agent’s sole discretion). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its continuing obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (NY) 08014/507/FIRSTENERGY/CA.doc

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 Persons all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Commitment, and the Term Loan Committed Advances owing to it and the Committed Note or Notes held by it); provided, however, that (i) each such assignment (other than assignment to an affiliate of such Lender) shall require the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required if an Event of Default exists, (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this AgreementAgreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and Uncommitted Notes), (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 Term Loan Commitments or Term Loan 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 andan integral multiple of $1,000,000 in excess thereof, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA), (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 AcceptanceAcceptance (which shall include the agreement of the assignee party to such assignment, for the benefit of the Borrower, to be bound by the terms and provisions of this Agreement to the same extent as if it were an original party hereto), together with any Committed Note or Notes subject to such assignment and the assignor or assignee shall pay to the Administrative Agent 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, 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 or if such Lender shall be a Defaulting Lender) upon at least five 5 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 and the other Loan Documents (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or 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 Term Loan Commitment or Commitments or Term Loan 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 effectiveness of such assignment, BMCA)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 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 and the other Loan Documents 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 and the other Loan Documents, 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 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 140 134 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 $3,5001,500 for each Assignment and Acceptance between a Lender and one of its Affiliates or another Lender or $3,000 for each other Assignment and Acceptance, 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 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 2.05(b), 2.10 or 2.13) 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 Term Loan Commitment, the Term Loan Revolving Credit Advances owing to it and the Revolving Credit 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 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 rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes); (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 Term Loan Commitments or Term Loan 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 an integral multiple of $1,000,000 in excess thereof; (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA), (iiiiv) 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 Company pursuant to this Section 9.07(a) shall execute be arranged by the Company after consultation with, and deliver subject to the Administrative approval of, the Agent, for its acceptance and recording in shall be either an assignment of all of the Register, rights and obligations of the 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 obligations of the assigning Lender under this Agreement, (vi) no Lender shall be obligated to make any such assignment as a processing result of a demand by the Borrower pursuant to this Section 9.07(a) unless and recordation fee of $3,500.until such Lender shall have received one or more payments from either the Borrower or one or

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of the 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 Term Loan Commitments or Term Loan 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 Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of no such assignments (other than an assignment by a Person that, immediately prior any Lender to an Affiliate or an Approved Fund of such assignment, was a Lender, to one of its Affiliates, no such assignments ) shall be permitted (x) prior to the earlier of (A) the four month anniversary of the Effective Date and (B) the date on which the Administrative Agent shall notify the Lenders that syndication of the Commitments has been completed 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, its sole discretion) and (y) thereafter without the consent of the Administrative Agent (which consents consent shall not be unreasonably withheld) 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 $3,500assignment.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of the applicable Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan Advances being assigned to such Eligible Assignee pursuant to 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 than, in the case of assignments in respect of the Term Facility, $1,000,000 and, in the case of assignments in respect of the First Lien Revolving Credit Facility, $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Company, such consent not to be unreasonably withheld or delayed), (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 Administrative Agent shall have occurred and be continuing at notified the time Lender Parties 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 (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 (if any). Notwithstanding anything contained herein to such assignment and the contrary, from the Effective Date to the date that is six months after the Effective Date, the Administrative Agent shall not assign all or a processing and recordation fee portion of $3,500its Revolving Credit B Commitments to any Eligible Assignee that is unable to make a Revolving Credit B Advance in an Agreed Currency that is a Foreign Currency.

Assignments and Participations. (a) Each Lender may, upon at least five Business Days’ notice to such Lender and, if demanded by the Company and the Administrative AgentAgent pursuant to Section 9.01(b) with respect to any amendment requiring consent of all of the Lenders as to which such Lender shall not have consented, 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or in the case of any Multicurrency Lender, an Affiliate of any Lender or an Approved Fund of any such Multicurrency Lender or an assignment of all of a Lender’s 's rights and obligations under this AgreementAgreement or in the case of an assignment of Term Loan B, all of a Lender's rights and obligations under the Term Loan B Facility, the aggregate amount of the Term Loan Commitments or Term Loan 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 an integral multiple of effectiveness of such assignment, BMCA)$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in no such assignment shall be permitted without the case consent of an assignment by a Person thatthe Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, immediately prior to such assignment, was a Lender, to one of its Affiliates, (v) no such assignments shall be permitted without the consent of the Company and the Administrative Agent and, so long as no Default shall have occurred and to any Lender that would be continuing at entitled to demand additional payments pursuant to Section 2.12 or 2.14 if such payments were not required to be made to the time of effectiveness of assigning Lender immediately prior to such assignment, BMCA (vi) each such assignment made as a result of a demand by the Company shall be arranged by the Company 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, (vii) no Lender shall be obligated to make any such assignment as a result of a demand by the Company unless and until such Lender shall have received one or more payments from either the Company or one or more Eligible Assignees in each casean aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, which consents shall not be unreasonably withheld) together with accrued interest thereon to the date of payment of such principal and all other amounts payable to such Lender under this Agreement 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 $3,500.. 148

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 and, so long as no Event of Default under Section 6.01(a) or (f) shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) 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 for an assignment by under the Revolving Credit Facility from a Person that, immediately prior Revolving Credit Lender to such assignment, was another Revolving Credit Lender or an assignment under the Term Facility from a Lender to another Lender or an Affiliate of 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 Administrative Agent shall have occurred and be continuing at notified the time Lender Parties 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 (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; provided that, only one such fee shall be payable in respect of simultaneous assignments by any Lender to its Affiliates.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, however that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment shall be provided to one of its Affiliatesthe Administrative Agent and the Borrower, no such assignments shall be permitted without the consent, which such consent shall not be unreasonably withheld, of (A) the Administrative Agent and, and (B) so long as no Default or Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Borrower 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 and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.

Assignments and Participations. (a) Each Lender maymay and, if demanded by PPG will (following (x) a demand by such Lender pursuant to Section 2.10 or 2.13 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 Term Loan Commitment, the Term Loan 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 rights and obligations 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 a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 $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 effectiveness of such assignmentis continuing, BMCA)PPG, (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case each such assignment made as a result of a demand by PPG 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 Term Loans 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 PPG 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) 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 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 PPG 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 Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (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 PPG, such recordation fee shall be payable by PPG except that no such recordation fee shall be payable in the case of an assignment made at the request of PPG to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of PPG, 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 (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 maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to 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 all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan L/C Commitment, the Term Loan L/C Advances owing to it and the L/C Note or L/C 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 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 Term Loan L/C Commitments or Term Loan 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 andAgent); provided, so long that simultaneous assignments by two or more Related Funds shall be treated as no Default shall have occurred and be continuing at one assignment for purposes of the time of effectiveness of such assignment, BMCA)minimum assignment requirement, (iiiii) each such assignment shall be to an Eligible AssigneeAssignee and (A) the L/C Issuing Bank shall have consented to such assignment, (ivB) except in so long as no Event of Default shall have occurred and be continuing, the case of an Borrower shall have consented to such assignment by a Person and (C) to the extent such assignment is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent shall have consented to such assignment (in each case such consent not to be unreasonably withheld or delayed), (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.18 or 9.01 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.18 or 9.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of its Affiliatesthe L/C Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent 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 assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Commitments hereunder has been completed 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 via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with (A) any L/C Note or L/C Notes (if any) subject to such assignment assignment, (B) an administrative questionnaire and tax forms, if applicable and (C) a processing and recordation fee of $3,5003,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided, however, that only one such fee shall be payable with respect to simultaneous assignments by or to one or more Related Funds; provided, further, that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.18 or 9.01, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

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 Term Loan Commitmentrights and obligations with respect to the Revolving Loans, the Term Loan 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 this AgreementRevolving 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 Term Loan Commitments or Term Loan 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 Administrative 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, the Swing Loan Lender, each Issuer and the Administrative Borrower (which consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 10.2, the consent of the Administrative Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA), (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 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 2.05(b), 2.10 or 2.13) 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 Term Loan Commitment, the Term Loan Revolving Credit Advances owing to it and the Revolving Credit 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 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 rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and Competitive Bid Notes); (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 Term Loan Commitments or Term Loan 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 an integral multiple of $1,000,000 in excess thereof; (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA), (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 Company pursuant to this Section 9.07(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 9.07(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 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 $3,500.3,500 and, if the assigning Lender is not retaining a Commitment hereunder, any Revolving Credit 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, 2.13 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). 61

Assignments and Participations. (a) Each Lender maymay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 2.09(e) upon at least five Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Commitment, Commitment or Commitments and the Term Loan 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 this Agreementand in respect of any or all of the Facilities; for the avoidance of doubt, such assignments need not be pro rata among 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 Term Loan Commitments or Term Loan 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 in the case of the Term B Facility and $2,500,000 in the case of the Revolving Credit Facility (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) or, in the case of any assignment of all of a Lender’s Commitments, a lesser amount equal to all of such Lender’s Commitments; provided, however, that simultaneous assignments to two or more Funds managed by the same investment managers or by affiliated advisors (the “Related Funds”) shall be treated as one assignment for purposes of the minimum assignment required, (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 2.09(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 2.09(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 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 Joint Bookrunners until the Administrative Agent and, so long as no Default shall have occurred and be continuing at notified the time Lender Parties 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 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 (other than assignments by any Joint Bookrunner or its Affiliates); provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.09(e), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee or cause the Eligible Assignee to pay such fee; and provided further that only one such fee shall be payable in connection with simultaneous assignments to or by two or more Related Funds.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 and, so long as no Event of Default under Section 6.01(a) or (f) shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) 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 for an assignment by under the Revolving Credit Amended and Restated KCSR Credit Agreement Facility from a Person that, immediately prior Revolving Credit Lender to such assignment, was another Revolving Credit Lender or an assignment under the Term Facility from a Lender to another Lender or an Affiliate of 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 Administrative Agent shall have occurred and be continuing at notified the time Lender Parties 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 (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; provided that, only one such fee shall be payable in respect of simultaneous assignments by any Lender to its Affiliates.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 than, in the case of an assignment of all or a portion of a Lender's Revolving Credit Commitment, $5,000,000 (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, BMCA)the Borrower) or, in the case of an assignment of all or a portion of a Lender's Tranche A Term Commitment or Tranche B Term Commitment, $1,000,000, (iii) each such assignment to an Approved Fund of any Lender shall in no event be less than $1,000,000, (iv) 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 $3,5003,000.

Assignments and Participations. (a) Each Lender maymay assign (i) without the approval of the Borrower, upon at least five Business Days’ notice to such Lender and the Administrative Agent, assign to one or more Eligible Assignees if the Eligible Assignee is a Lender or is an Affiliate of the assigning Lender which satisfies the credit rating requirements of the second proviso of the definition of "Eligible Assignee", (ii) without the approval of the Borrower, to one or more Persons (which need not be Eligible Assignees) after the occurrence and during the continuation of an Event of Default, provided, however, that if such Person is not an Eligible Assignee the approval of each Issuing Bank shall have been obtained, such approval not to be unreasonably withheld or delayed, (iii) with the approval of the Borrower, such approval not to be unreasonably withheld or delayed, to any Eligible Assignee in any case not contemplated by the preceding clause (i) or (ii) and (iv) with the approval of the Borrower, each Issuing Bank and the Agent, to one or more Persons in any case not contemplated by the preceding clause (i), (ii) or (iii), all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Revolving Credit Commitment, the Term Loan 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, (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 Term Loan Commitments or Term Loan 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 (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 a larger integral multiple of effectiveness of such assignment, BMCA)$1,000,000, (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 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, and, if the relevant Eligible Assignee is not listed in clause (i) of the definition of "Eligible Assignee", to the Borrower for its acceptance, an appropriate 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 unless the relevant Eligible Assignee is an Affiliate of the assigning Lender and (iv) notwithstanding the foregoing, Competitive Bid Advances may be assigned as contemplated by the related Notice of Competitive Bid Borrowing. 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 (other than under Sections 2.14(f), 8.07(g) and 8.08) (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 mayBank may and, upon at least five Business Days’ notice if demanded by the Borrower pursuant to such Lender and the Administrative Agentsubsection (g) hereof, shall assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan Commitment, Commitment and the Term Loan Advances and Special Rate Loans owing to it and the Note or Notes held by it); provided, however, provided that (i) each such assignment shall (except in the case of outstanding Auction Advances and Special Rate Loans) be of a uniformconstant, and not a varying, percentage of all of the rights and obligations of the Banks 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 Term Loan Commitments or Term Loan Advances Commitment of the assigning Bank being assigned to such Eligible Assignee pursuant to each 5-YEAR CREDIT AGREEMENT such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (x) the amount set forth opposite the name of such Bank on Schedule I to this Agreement or in the Assignment and Acceptance pursuant to which the assigning Bank became a Bank, and (y) $5,000,000 (or such lesser amount as 25,000,000, and shall be approved an integral multiple of $1,000,000, 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 effectiveness of such assignment, BMCA)Agent, (iii) each such assignment shall be to an Eligible Assignee, 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. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three 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), provided that the obligations of the Borrower to the Bank assignor described in Sections 2.02(b), 2.11, 2.12, 2.15, 8.04 and 8.12 that arose prior to such assignment, and the obligations of the Bank assignor described in Sections 7.05 and 8.10 that arose prior to such assignment, shall survive the making of such assignment, notwithstanding that such Bank assignor may cease to be a “Bank” hereunder. Notwithstanding the foregoing, any Bank assigning its rights and obligations under this Agreement may retain any Auction Advances and any Special Rate Loans made by it outstanding at such time, and in such case shall retain its rights hereunder in respect of any Advances and Special Rate Loans so retained until such Advances and Special Rate Loans have been repaid in full in accordance with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, any Bank (a “Granting Bank”) may grant to a special purpose vehicle (an “SPV”) affiliated with such Granting Bank (identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Borrower) the option to provide to the Borrower all or any part of any Advances or Special Rate Loans that such Granting Bank would otherwise be obligated to make to the Borrower pursuant to Article II, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Advances or Special Rate Loans, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Advances or Special Rate Loans, the Granting Bank shall be obligated to make such Advances or Special Rate Loans pursuant to the terms hereof automatically and without any action by any other Person and (iii) the Borrower may bring any proceeding against either the Granting Bank or the SPV in order to enforce any rights of the Borrower hereunder. The making of an Advance or Special Rate Loan by an SPV hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Advance or Special Rate Loan were made by the Granting Bank. Each party hereto hereby agrees that no SPV shall be liable for any payment under this Agreement for which a Bank would otherwise be liable, for so long as, and to the extent, the related Granting Bank 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 Agreement (1) any SPV may with notice to (but without the prior written consent of) the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances or Special Rate Loans to its Granting Bank or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Advances or Special Rate Loans; and (2) such SPV may disclose, on a confidential basis, confidential information with respect to the Borrower 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 each SPV at the time holding Advances or Special Rate Loans 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or 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 Term Loan Commitments or Term Loan 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 and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) under each Facility for which a Commitment is being assigned, (iii) 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, each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment Assignee approved 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 occurred, the time of effectiveness of Borrower, such assignment, BMCA (in each case, which consents shall consent not to be unreasonably withheld, (iv) no such assignments shall be permitted without the consent of the Joint Lead Arrangers until the Joint Lead Arrangers 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 maymay and, so long as no Default shall have occurred and be continuing, 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 Term Loan Commitment, its Unissued Letter of Credit Commitment, the Term Loan Advances owing to it it, its participations in Letters of Credit 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 this AgreementAgreement related to the Commitments or the Unissued Letter of Credit Commitment assigned thereby, (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 Term Loan Commitments or Term Loan 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 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 effectiveness of Acceptance with respect to such assignment, BMCA)) shall in no event be less than $1,000,000 or an integral multiple of $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 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 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 of $250,000 in excess thereof (or or, in each case, such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the US Borrower) 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 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, and (vi) each such Eligible Assignee shall comply with the requirements of Section 2.13(e), if applicable. For greater certainty, an assignment of a Commitment, Advance and/or a Note will not constitute a repayment, discharge, rescission, extinguishment or novation of that Commitment, Advance or Note and the Obligation so assigned shall continue to be the same Obligation and not a new Obligation.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 of $250,000 in excess thereof (or or, in each case, such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the US Borrower) 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 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, and (vi) each such Eligible Assignee shall comply with the requirements of Section 2.13(e), if applicable.

Assignments and Participations. (a) Each Lender maymay and, so long as no Event ------------------------------ of 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or more 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 Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)1 million, (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 $3,500assignment.

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) 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 Term Loan Commitment, the Term Loan 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 its Revolving Credit Commitment, the Revolving Credit Advances owing to it, its participations in Letters of Credit and obligations under this Agreementthe Note or Notes held by it or a constant, and not a varying, percentage of its Unissued Letter of 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 (x) the Term Loan Commitments or Term Loan 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 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, BMCA)in each case, unless the Borrower and the 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 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 2.12, 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 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 pursuant to Section 2.14 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 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 Term Loan Commitments or Term Loan 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 and, so long Agent); provided that simultaneous assignments by two or more Related Funds shall be treated as no Default shall have occurred and be continuing at one assignment for purposes of the time of effectiveness of such assignment, BMCA)minimum assignment requirement, (iiiii) each such assignment shall be to an Eligible Assignee, (iv) except in Assignee and to the case of an extent such assignment by a Person is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an Affiliate of a Lender or an Approved Fund, the Administrative Agent shall have consented to such assignment (in each case such consent not to be unreasonably withheld or delayed), (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.14 or 9.01 shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 2.14 or 9.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of its Affiliatesthe Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent 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 (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 via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), together with (A) any Note or Notes (if any) subject to such assignment assignment, (B) an administrative questionnaire and tax forms, if applicable and (C) a LSP Gen Finance Second Lien Credit Agreement 116 processing and recordation fee of $3,5003,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided, however, that only one such fee shall be payable with respect to simultaneous assignments by or to one or more Related Funds; provided further that for each such assignment made as a result of a demand by the Borrower pursuant to Section 2.14 or 9.01, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Each Lender may(an "Assignor") may assign its Rights and obligations as a Lender under the Loan Papers to another Lender or its Bank Affiliate, upon at least five Business Days’ notice to such Lender and the Administrative Agent, assign or to one or more Eligible Assignees all transferees pursuant to an Assignment and Acceptance, so long as, if such Assignee is not another Lender or a portion Bank Affiliate of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that Assignor (i) each such assignment shall be of a uniformconstant, and not a varying, varying percentage of all rights Rights and obligations under this Agreementthereunder, (ii) except each Assignor shall obtain in each case the prior written consent of Administrative Agent and the Borrower, such consent of the Borrower not to be unreasonably withheld or delayed, provided that, in the case ------------- event there exists an Event of an assignment to a Person thatDefault that is continuing, 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 no consent of the Term Loan Commitments or Term Loan 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 Borrower shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such required to make an assignment, BMCA), (iii) each such assignment Assignor shall be in each case pay a $3,500 processing fee to an Eligible Assignee, Administrative Agent and (iv) except no such assignment is for an amount less than $10,000,000 (unless such Lender is assigning all of its remaining interest) and in the case increments of an $1,000,000 (and, if such assignment by is a Person that, immediately prior to such partial assignment, was a Lender, no Lender shall hold less than $10,000,000 immediately after giving effect to one any assignment unless it assigned all of its Affiliates, no such assignments shall interest). Assignments and other transfers (except participations) with respect to each Lender's participation in a given Letter of Credit may only be permitted without made with the prior written consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at Agent. Within five Business Days after the time Borrower receives notice of effectiveness of any such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) and (v) the parties to each such assignment Borrower shall execute and deliver to the Administrative Agent, but only in exchange for the Notes issued to Assignor, new Notes to the order of such Assignor and its acceptance assignee in amounts equal to their respective Applicable Specified Percentages of the Revolver A Commitment and recording in the RegisterRevolver B Commitment (if any exists), an Assignment and/or the Working Line Commitment, or after the Conversion Date (if any), the amount of the Working Line Loan, as applicable. Such new Notes shall be dated the effective date of the assignment. It is specifically acknowledged and Acceptanceagreed that on and after the effective date of each assignment, together with any Note or Notes subject to such assignment the assignee shall be a party hereto and shall have the Rights and obligations of a processing and recordation fee of $3,500Lender under the Loan Papers.

Assignments and Participations. (a) Each Lender maymay and, if demanded by the Account Party (following a demand by such Lender pursuant to Section 2.10 or 2.12) or by Wachovia or the Account Party in accordance with Section 2.02(k) 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 Term Loan Commitment, its Unused Commitment, the Term Loan Advances Reimbursement Obligations owing to it it, and the Note its participations or Notes held by itposition in Letters of Credit); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this AgreementAgreement related to the Commitments assigned thereby, (ii) except in the case of an assignment to a Person an Eligible Assignee 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 Term Loan Commitments Commitment or Term Loan Advances Unused 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 an aggregate amount of $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 increments of effectiveness of such assignment, BMCA)$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 Account Party pursuant to this Section 9.07(a) shall be arranged by the Account Party 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 Account Party pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either the Account Party or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Reimbursement Obligations 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 Acceptance and a processing and recordation fee of $3,5003,500 payable by the parties to each such assignment, provided further, however, that in the case of each assignment made as a result of a demand by the Account Party, such recordation fee shall be payable by the Account Party except that no such recordation fee shall be payable in the case of an assignment made at the request of the Account Party to an Eligible Assignee that is an existing Lender, and (vii) each assignment of Unused Commitment shall be subject to the approval of the Account Party, such approval not be unreasonably withheld or delayed, PROVIDED FURTHER, HOWEVER, THAT NO LENDER MAY ASSIGN ANY OBLIGATION UNDER A SYNDICATED LETTER OF CREDIT UNLESS AN AMENDMENT, MODIFICATION OR SUPPLEMENT TO SUCH SYNDICATED LETTER OF CREDIT APPROVED BY THE BENEFICIARY AND THE AGENT IS CONCURRENTLY DELIVERED TO THE AGENT REMOVING OR ADJUSTING, AS THE CASE MAY BE, THE ASSIGNOR'S SYNDICATED COMMITMENT AND SYNDICATED REIMBURSEMENT OBLIGATION AND REPLACING OR ADJUSTING THE SAME WITH A SYNDICATED COMMITMENT (AND SYNDICATED REIMBURSEMENT OBLIGATION OF) THE ASSIGNEE. Each Lender may assign to any Federal Reserve Bank as security, all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, its Unused Commitment, the Reimbursement Obligations owing to it, and its participations in Letters of Credit) without the consent of the Account Party or the Agent. 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, 2.12 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 8.05 to the extent any claim thereunder relates to an event arising prior such assignment) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an 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 or if such Lender shall be a Defaulting Lender) upon at least five 5 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 and the other Loan Documents (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment assigmnent shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or 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 Term Loan Commitment or Commitments or Term Loan 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 effectiveness of such assignment, BMCA)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 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 and the other Loan Documents 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 and the other Loan Documents, 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 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 175 145 subject to such assignment and a processing and recordation fee of $3,5001,500 for each Assignment and Acceptance between a Lender and one of its Affiliates or another Lender or $3,000 for each other Assignment and Acceptance, 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 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 2.06(b), 2.11 or 2.14) assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under a Facility or all Facilities (it being understood that any assignment under the Revolving Credit Facility shall include a proportionate assignment under the Swing Line Facility, as applicable) under this Agreement (including including, without limitation, all or a portion of its Term Loan Revolving Credit Commitment, Unissued Letter of Credit Commitment, the Term Loan Revolving Credit Advances owing to it it, its participations in Letters of Credit and the Revolving Credit 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 Revolving Credit Commitment, Revolving Credit Advances and participations in Letters of Credit to another Lender or to an Affiliate of such assigning 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; 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 Business Days after having received notice thereof; (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all the rights and obligations under this Agreement, Agreement specified in the applicable Assignment and 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 (x) the Term Loan Commitments or Term Loan 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 10,000,000 or an integral multiple of $1,000,000 in excess thereof and (or y) 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 effectiveness of Acceptance with respect to such assignment, BMCA), ) shall in no event be less than $1,000,000 or an integral multiple 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 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 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 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 Borrowers 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 $3,5003,500 and, if the assigning Lender is not retaining a Commitment hereunder, any Revolving Credit 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 2.11, 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 mayParty may and, upon at least if requested by AYE (following (i) a demand by such Lender Party for the payment of additional compensation pursuant to Section 2.11 or 2.13, (ii) an assertion by such Lender Party pursuant to Section 2.09 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 AYE 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 AYE to such Lender and the Administrative AgentParty of such request by AYE) 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, L/C Credit Extensions and the Revolving Note or Revolving Notes held by it, and/or (z) all or a portion of its Term Loan Commitment, the Term Loan Advances owing to it 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 under this Agreement, (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 the (A) any Term Loan Commitments Commitment or Term Loan Advances Advance being assigned to such Person 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 shall be in increments of $1,000,000 in excess thereof, or (B) any Revolving Commitment or Revolving Commitment being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $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 effectiveness of such assignment, BMCA)$1,000,000 in excess thereof, (iiiii) each such assignment shall be to an Eligible Assignee; provided that the Issuing Bank shall have sole discretion to consent to such Person being an Eligible Assignee, (iviii) except in the case of an assignment by a Person that, immediately prior (A) with respect 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 Default shall have has occurred and be continuing at is continuing, the time consent of effectiveness of AYE (such assignment, BMCA (in each case, which consents shall consent not to be unreasonably withheld) ), except assignments to any other Lender Party, an Affiliate of any Lender, an Approved Fund or to any Federal Reserve Bank, and (vB) with respect to any Revolving Commitment, Revolving Advance, L/C Credit Extension or L/C Borrowing, no such assignments shall be permitted without the consent of any Issuing Bank acting in its sole discretion, the Administrative Agent (such consent not to be unreasonably withheld or delayed) and, so long as no Default has occurred and is continuing, the consent of AYE (such consent not to be unreasonably withheld), except, with respect to AYE's consent only, assignments to any other Lender Party, an Affiliate of any Lender, any Approved Fund or to any Federal Reserve Bank, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,5003,500 (such fee to be paid by AYE if such assignment is being made pursuant to a request of AYE 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 AYE pursuant to this Section 8.07(a) shall be arranged by AYE 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 AYE 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 AYE 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 Loan Documents (including, without limitation, any amounts owing under Sections 2.11, 2.13 or 8.04).

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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, however that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Revolving Credit Commitments, Term Loan I Commitments or Term Loan Advances II Commitments, respectively, 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 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment shall be provided to one of its Affiliatesthe Administrative Agent and the Borrower, no such assignments shall be permitted without the consent, which such consent shall not be unreasonably withheld or delayed, of (A) the Administrative Agent and, and (B) so long as no Default or Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, BMCA the Borrower, and if the Borrower does not respond to any such request for consent within ten (in each case10) Business Days, which consents the Borrower shall not be unreasonably withheld) deemed to have consented, 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 and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.. 112

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand 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 Term Loan Commitments or Term Loan Advances being assigned to such Eligible Assignee pursuant to 116 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 effectiveness of such assignment, BMCAthe Borrower), (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 the Borrower (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 and the Administrative Agent, may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or 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 Term Loan Commitments or Term Loan 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 effectiveness of such assignment, BMCA)$1,000,000, (iii) each such assignment shall be to an Eligible Assignee, Assignee or to an Affiliate of the assignor 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 $3,5002,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (A) 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 (B) 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 suspension of Eurodollar Rate Advances pursuant to Section 2.12 and only if no Event of 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 Term Loan Revolving Credit Commitment, its undrawn Letter of Credit Commitment, the Term Loan 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 this Agreementand in respect of one or more 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 (x) the Term Loan Commitments or Term Loan 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 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 less than $1,000,000, unless, in each case, the Administrative Borrower and the Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)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 no such recordation fee shall be payable in the case of an assignment made at the request of 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 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, 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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of any or all Facilities, (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 Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 and shall be in an integral multiple of $1,000,000 in excess thereof (or or, in each case, such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCA)the Borrower) 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 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 $3,5003,500 and (vi) each such Eligible Assignee shall comply with the requirements of Section 2.12 (g), if applicable.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan 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 this Agreementand in respect of one or more 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Commitments or Term Loan 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 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, to one an Affiliate of its Affiliates, no such assignments shall be permitted without the consent any Lender or a Fund Affiliate of the Administrative Agent and, any Lender and so long as no Default shall have occurred and be continuing at continuing, each assignment shall be made with the time consent of effectiveness of such assignment, BMCA (in each casethe Borrower, which consents consent shall not be unreasonably withheld or delayed, (v) no such assignments shall be permitted (A) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time without the consent of the Administrative Agent (which consent 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, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.

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 Term Loan CommitmentCommitment or Commitments, the Term Loan Advances owing to it and the Note or Notes held by it); provided, however, however that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreementand in respect of one or more 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Term Loan Revolving Credit Commitments or Term Loan Advances Commitments, respectively, 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 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, BMCAthe Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment shall be provided to one of its Affiliatesthe Administrative Agent and the Borrower, no such assignments shall be permitted without the consent, which such consent shall not be unreasonably withheld or delayed, of (A) the Administrative Agent and, and (B) so long as no Default or Event of Default shall have occurred and be continuing at the time of the effectiveness of such assignment, BMCA (in each case, which consents shall not be unreasonably withheld) the Borrower 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 112 Assignment and Acceptance, together with any Note or Notes subject to such assignment and and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500.