Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) Any Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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) Any Each Lender may assign and, so long as no Event of Default shall have occurred and be continuing, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.10 or 2.12) may (upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative Agent, shall) will 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one any or more of the all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the effective date (or the trade date if so selected by the assignor and assignee) 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 1,000,000 (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower after consultation with the Paying 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 (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise9.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; 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 feeassignment.

Assignments and Participations. (a) Any Each Lender (i) may may, upon ten days’ notice to the Agent (and in the case of clause an assignment of any Swing Line Commitment, the Sub-Agent) and with the prior consent of each Swing Line Lender (Bin the case of any assignment of any Revolving Credit Commitment) belowand the Company (which consents shall not be unreasonably withheld or delayed) and, shallif demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least 20 Business Days’ notice to such Lender and the Agent, will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); providedit or, however, that (A) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a Swing Line Lender, each all or a portion 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 its Swing Line Commitment and the Borrower shall have given at least five Business Days’ notice of such demand Swing Line Advances owing to the applicable Lender and the Paying Agentit); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an affiliate of a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment or Swing Line Commitment (as applicable) of the assigning Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned10,000,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; provided, howeverand (vii) the Eligible Assignee shall complete, execute and deliver to the Borrower shall have no liability for Borrowers and Agent the payment of such fee except that for each such assignment made as a result of a demand by the Borrower appropriate tax form pursuant to Section 2.172.14. 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 Borrower shall pay option to provide to the Paying 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 applicable processing Company and recordation feethe 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) Any Each Lender (i) may (may, upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative 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, without limitation, including all or a portion of its Commitment or CommitmentsTerm Loan Commitment, 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 and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the 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 Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedBMCA), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each except in the case of an assignment by a Person that, immediately prior to such assignment made as assignment, was a result Lender, to one of a demand by the Borrower pursuant to Section 2.17 its Affiliates, no such assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights Administrative Agent and, so long as no Default shall have occurred and obligations be continuing at the time of the assigning Lender under this Agreement or an assignment of a portion effectiveness of such rights assignment, BMCA (in each case, which consents shall not be unreasonably withheld) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Each Lender Party may and, if requested by the Borrower (following (i) may a demand by such Lender Party for the payment of additional compensation pursuant to Section 2.12 or 2.13, (and in 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 case failure of any other Lender Party to which the Borrower has made a similar request under this clause (B) belowa), shall) to approve such amendment or waiver, provided further that, with respect to clause (iii), such failure to approve shall have continued for a period of not less than five Business Days following written notice by the Borrower to such Lender Party of such request by the Borrower), shall assign to one or more Eligible Assignees 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, without limitation, including all or a portion of its Commitment or CommitmentsCommitment, the Advances owing to it it, L/C Credit Extensions and the Note or Notes held by it); provided, however, that (A) except in the case of an including any pledge or assignment to an Eligible Assignee that is secure obligations to 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 AgentFederal Reserve Bank; provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations of such Lender under and in respect of one or more and shall be made on a pro rata basis with respect to each of the FacilitiesAdvances held by such Lender, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a LenderLender Party, an Affiliate of any Lender Party or an Approved Fund or an assignment of all of a LenderLender Party’s rights and obligations under this Agreement, the aggregate amount of the Commitments any Commitment or 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 the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Administrative Agent) and shall be in increments of $1,000,000 in excess thereof; provided that Related Funds shall be combined for purposes of determining compliance with such minimum assignment amounts, (iii) with respect to any Commitment, Advance, L/C Credit Extension or L/C Borrowing, no such assignments (other than pledges or assignment by way of security to a Federal Reserve Bank) shall be permitted without the consent of each Issuing Bank (in each case, acting in its sole discretion), 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 the time of effectiveness of such assignmentis continuing, the Borrower) consent of the Commitment Borrower (such consent not to be unreasonably withheld or delayed), except, with respect to the Borrower’s consent only, assignments to any other Lender Party, an Affiliate of any Lender, any Approved Fund, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, 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 (such fee to be paid by the Borrower if such assignment is being assigned, 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 (iiiv) each such assignment thereof shall be made on a pro rata basis with respect to an Eligible Assignee or an Affiliate each of a (A) such Lender, ’s Advances and L/C Credit Extensions and (ivB) such Lender’s Commitment; provided further that (I) each such assignment made as a result of a demand request by the Borrower pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower after consultation with the Paying Agent 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 together that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement, Agreement and (vII) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement 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 and equal to all other amounts payable to such Lender under this AgreementAgreement and the other Financing Documents (including, and (vi) the parties to each such assignment shall execute and deliver to the Paying Agentwithout limitation, for its acceptance and recording in the Registerany amounts owing under Section 2.12, an Assignment and Acceptance, together with any Note 2.13 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 fee8.04).

Assignments and Participations. (a) Any Each Lender (i) may (may, upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative 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, without limitation, including all or a portion of its Commitment or CommitmentsBridge Loan Commitment, the Advances Loans 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 and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Bridge Loan Commitments or 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 the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedBMCA), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each except in the case of an assignment by a Person that, immediately prior to such assignment made as assignment, was a result Lender, to one of a demand by the Borrower pursuant to Section 2.17 its Affiliates, no such assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights Administrative Agent and, so long as no Default shall have occurred and obligations be continuing at the time of the assigning Lender under this Agreement or an assignment of a portion effectiveness of such rights assignment, BMCA (in each case, which consents shall not be unreasonably withheld) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Lender (i) may (and Without the prior written consent of P&G and, except in the case of clause (B) below, shall) assign to one or more Eligible Assignees or connection with an Affiliate of a 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 that is not an Eligible Assignee may assign all or a any portion of its rights and obligations under this Agreement (includingto any Person, without limitationexcept to an Affiliate of such Lender, all as provided in Section 2.11 or a portion 2.14, or as set forth in Section 8.07(g) or to another Lender that is an Affiliate of its Commitment or Commitments, such Lender. Each assignment pursuant to the Advances owing to it and the Note or Notes held by it); provided, however, that terms of this Section 8.07(a) (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 uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement and in respect of one or more of shall be on a pro rata basis between the FacilitiesFacilities (and, (ii) except in the case of an assignment to demanded by a Person thatBorrower, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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), 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, (vB) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, shall in no event be less than $10,000,000, and (C) shall be evidenced by evidenced by an Assignment and Acceptance executed by each of the parties thereto and delivered to the Agent, for its acceptance and recordation in the Register. No Lender shall be obligated to make any such assignment (whether as a result of a demand by the a Borrower pursuant to this Section 2.17 or otherwise8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees Lender assignees therefrom in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (viD) the parties to each such assignment shall execute and deliver to the 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 (E) the Lenders party to each such Assignment and Acceptance shall remit to the Agent a processing and recordation fee of $3,500; provided, howeverwhich fee shall be payable by either the assigning Lender or the assignee Lender. Upon such execution, delivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (2) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 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 Commitments 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 $5,000,000 under each Facility or an integral multiple of $5,000,000 and 5% of the aggregate amount 1,000,000 in excess thereof (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights and obligations Administrative Agent (such consent not to be unreasonably withheld or delayed) until the Administrative Agent shall have notified the Lender Parties that syndication of the assigning Lender under this Agreement or an assignment of a portion of such rights Commitments hereunder has been completed 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; 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) Any Each Lender (i) may (may, upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative 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, without limitation, including all or a portion of its Commitment or CommitmentsCommitment, the 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 and in respect of one any or more all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments or Advances being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of 109 effectiveness of such assignment, the Borrowers), (iii) each such assignment shall be to an Eligible Assignee, (iv) except in the case of an assignment by a Person that, immediately prior to such assignment, was a Lender, to one of its Affiliates, no such assignments shall be permitted without the consent of the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the BorrowerBMCA (in each case, which consents shall not be unreasonably withheld) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Lender Each Bank may, upon obtaining the prior written consent of the Agent (i) may (and in the case of clause (B) belowwhich consent by any such party shall not be unreasonably withheld or delayed), shall) assign to one or more Eligible Assignees banks or an Affiliate of a Lender that is not an Eligible Assignee other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the 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 uniformconstant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under and in respect of one or more of the Facilitiesso assigned, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments Commitment of the assigning Bank being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall in no event not be less than the lesser $10,000,000 and shall be an integral multiple of $5,000,000 1,000,000 unless the Borrower and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedotherwise consent, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall (A) execute and deliver to the Paying Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject Acceptance and (B) deliver to such assignment and the Agent a processing and recordation fee of $3,500; providedprovided that the Agent may, howeverin its sole discretion, elect to waive such processing and recording fee, (v) if no Event of Default has occurred and is continuing, the prior written consent of the Borrower (which consent shall have no liability not be unreasonably withheld or delayed) shall be required for the payment of such fee except that for each such an assignment made as by a result Bank to an assignee which is not a Bank or an Affiliate or Approved Fund of a demand Bank, and (vi) consent of the Agent shall not be required for an assignment by a Bank to an assignee which is a Bank or an Affiliate or Approved Fund of a Bank. Upon such execution, delivery, acceptance and recording, from and after the Borrower effective date specified in each Assignment and Acceptance, which effective date shall be at least two Business Days after the execution thereof, the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender may and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.12 or 2.15) may (upon at least five Business Days' notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the Revolving Credit Advances owing to it and the Revolving Credit 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 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 the Note or Notes held by it or a constant, and in respect not a varying, percentage of one or more its Unissued Letter of the FacilitiesCredit 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) the Unissued Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as shall be approved by of the Paying 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, in each case, unless the Borrower) of Borrower and the Commitment being assignedAgent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) 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 the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note or Notes subject to such assignment and a processing and recordation fee of $3,500; 3,500 payable by the parties to each such assignment, provided, however, that in the Borrower shall have no liability for the payment case of such fee except that for each such 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the Paying Agent 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 applicable processing extent any claim thereunder relates to an event arising prior to such assignment) and recordation feebe 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) Any Each Lender (i) Party may (and in the case of clause (B) below, shall) ------------------------------ assign to one or more Eligible Assignees banks or an Affiliate of a Lender that is not an Eligible Assignee other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, and the Advances owing to it and the Note or Notes held by it); provided, however, that (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 and in respect of one or more 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 Party or an assignment of all of a Lender’s Lender Party's rights and obligations under this Agreement, the aggregate amount of the Commitments and Advances of the assigning Lender Party being assigned to such Eligible Assignee pursuant to each such assignment shall (determined as unless otherwise consented to by the Borrower and the Administrative Agent (except that no consent of the date of the Assignment Borrower shall be required if a Default has occurred and Acceptance with respect is continuing)) be equal to such assignment) shall in no event be less than the lesser $5,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the 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 the Borrower pursuant to Section 2.17 or otherwise) unless and until such Lender Party shall have received one or more payments from either obtained 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 Administrative Agent's prior written consent to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreementassignment, and (viv) the parties to each such assignment shall execute and deliver to the Paying 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. Upon such execution, howeverdelivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender Party hereunder and (y) the Lender Party assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender (i) may (and, so long as no Default shall have occurred and in be continuing, if demanded by the case of clause (B) belowBorrower pursuant to Section 2.14 upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall) will 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 Commitments 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 1,000,000 (or such lesser amount as shall be approved by the Paying Agent and, so long Administrative Agent); provided that simultaneous assignments by two or more Related Funds shall be treated as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) one assignment for purposes of the Commitment being assignedminimum assignment requirement, (iiiii) each such assignment shall be to an Eligible Assignee or and to the extent such assignment is to any Eligible Assignee that, immediately prior to such assignment, was not a Lender, an Affiliate of a LenderLender 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), (iviii) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 2.14 or 9.01 shall be arranged by the Borrower after consultation with the Paying 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, (viv) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to Section 2.17 2.14 or otherwise) 9.01 unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, the Borrower shall have no liability for the payment of that only one such fee except 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 2.172.14 or 9.01, the Borrower shall pay to the Paying Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Any Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.09 or 2.11) may (upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative Agent, shall) will 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, without limitation, all or a portion of its Commitment or Commitments, the Advances Senior Unsecured Obligations 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 and 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 Commitments 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 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 Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedBorrower (such approvals not to be unreasonably withheld or delayed), (iiiiv) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender(except as otherwise provided in (iii) above), (ivv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower after consultation with the Paying 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise9.07(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 Senior Unsecured Obligations owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vivii) the parties to each such assignment shall execute and deliver to the Paying 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 (viii) no consent of $3,500; provided, however, the Borrower shall have no liability be required for any reason with respect to assignments made in connection with the payment of such primary syndication hereunder. No processing or recordation 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 feebe due.

Assignments and Participations. (a) Any Each Lender may (i) may with notice to 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 clause (B) belowthe Company, shall) 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 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, without limitation, all or a portion of its Commitment or Commitments, and the Advances owing to it and the Note or Notes held by it); provided, however, that (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 entire remaining amount of the assigning Lender's Commitment and be continuing the Advances at the time such assignment is effected, the Borrower must give their prior consent owing to such assignment (which consent shall not be unreasonably withheld it 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 and 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, Lender or an Affiliate of any a Lender or an assignment of all of Approved Fund with respect to a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned Commitment (which for this purpose includes Advances 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 the lesser of $5,000,000 and 5% unless each of the aggregate amount (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have or Event of Default has occurred and be continuing at the time of effectiveness of such assignmentis continuing, the Borrower) of the Commitment being assigned, Company otherwise consents (iii) each such assignment shall consent not to be unreasonably withheld 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 or an Affiliate and members of its Assignee Group) will be treated as a Lendersingle assignment for purposes of determining whether such minimum amount has been met, (ivB) each such partial assignment shall be made as a result of a demand by the 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 proportionate part of such all the assigning Lender's 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 AgreementAgreement with respect to the Advances or the Commitment assigned, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (viC) the parties to each such assignment shall execute and deliver to the Paying 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; provided, howeverand 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 Borrower Company (at its expense) shall have no liability 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 the payment purposes of such fee except that for each such assignment made this Agreement as a result sale by such Lender of a demand by the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing participation in such rights and recordation feeobligations in accordance with subsection (d) of this Section.

Assignments and Participations. (a) Any Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.10 or 2.12) may (upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative Agent will, 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 and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one any or more all Facilities (determined as of the Facilitiesdate 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 Section 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 Commitments 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 the lesser of $5,000,000 and 5% of the aggregate amount 2,500,000 (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, the 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 assignedassigned (it being understood that an assignment under the Term Facility shall not be subject to any requirement for a minimum amount), (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 Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld 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 or an Affiliate of a LenderAssignee, (ivv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower after consultation with the Paying 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement 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 (viviii) the parties to each such assignment shall execute and deliver to the Paying 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, 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 this Section 2.178.07(a), the Borrower shall pay to the Paying 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) Any Each Lender may with the consent of each Issuing Bank (iwhich consent shall not be unreasonably withheld or delayed) may and, if demanded by the Company (so long as no Event of Default shall have occurred and in 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 case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 the lesser $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof unless the Company and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedotherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment, provided, however, that in the Borrower shall have no liability for the payment case of such fee except that for each such assignment made as a result of a demand by the Borrower 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the Paying Agent 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 applicable processing extent any claim thereunder relates to an event arising prior to such assignment) and recordation feebe 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) Any Each Lender (i) may (and, so long as no Default shall have occurred and in be continuing, if demanded by the case of clause Borrower (Bfollowing a demand by such Lender pursuant to Section 2.10 or 2.12 or if such Lender shall be a Defaulting Lender) belowupon at least 5 Business Days' notice to such Lender and the Administrative Agent, shallwill) 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 and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the 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 assigmnent shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilities, (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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitment or Commitments 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 $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned5,000,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower after consultation with the Paying Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an 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 AgreementAgreement and the other Loan Documents, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; 1,500 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, 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 this Section 2.178.07(a), the Borrower shall pay to the Paying Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Any Each Lender (i) may at any time, with notice to the Company prior to making any proposal to any potential assignee and with the consent of the Company, which consent shall not be unreasonably withheld (and in shall at any time, if requested to do so by the case of clause (B) belowCompany pursuant to Section 2.06(b), shall2.11 or 2.14) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee 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, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, Unissued Letter of Credit Commitment, the 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) except in the case of an assignment of Revolving Credit Commitment, Revolving Credit Advances and participations in Letters of Credit to an Eligible Assignee that is a another Lender or to an Affiliate of a such assigning Lender, each of the Paying Agent, each Issuing Bank and, unless a Default provided that notice thereof shall have occurred been given to the Company 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 Agent or delayed) and (B) if in the case of an assignment is demanded by of the Borrower pursuant type described in subsection (g) below; provided that the Company shall be deemed to Section 2.17, no Default shall have occurred and be continuing at the time of such demand and consented to any such assignment and the Borrower unless it shall have given at least five Business Days’ object thereto by written notice of such demand to the applicable Lender and the Paying AgentAgent within ten Business Days after having received notice thereof; provided, however, that (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all the rights and obligations under this Agreement specified in the applicable Assignment and in respect of one or more of the Facilities, Acceptance; (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) Unissued Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as shall be approved by of the Paying 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, the Borrower) of the Commitment being assigned, 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 or an Affiliate of a LenderAssignee, (ivv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.06(a) shall be arranged by the Borrower Company after consultation with with, and subject to the Paying Agent 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.06(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and all of the obligations of the Borrowers to such Lender shall have been satisfied; and (vivii) the parties to each such assignment shall execute and deliver to the 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; 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 2.11, 2.14 and 9.04, and its obligations under Section 8.05, shall survive such assignment as to matters occurring prior to the Borrower shall have no liability for the payment effective date 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 feeassignment).

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); providedPROVIDED, 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, howeverHOWEVER, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of one any or more of the 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 Commitments 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 lesser case of an assignment of all or a portion of a Lender's Revolving Credit Commitment, $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying 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, the Borrower) or, in the case of the an assignment of all or a portion of a Lender's Tranche A Term Commitment being assignedor 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 or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this AgreementAssignee, and (viv) the parties to each such assignment shall execute and deliver to the Paying 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, 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 fee3,000.

Assignments and Participations. (a) Any Each Lender (i) may at any time, with notice to the Company prior to making any proposal to any potential assignee and with the consent of the Company, which consent shall not be unreasonably withheld (and in shall at any time, if requested to do so by the case of clause (B) belowCompany pursuant to Section 2.05(b), shall2.10 or 2.13) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the 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) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a such Lender, each of provided that notice thereof shall have been given to the Paying Company and the 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 in the case of an assignment is demanded by of 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 Agenttype described in subsection (g) below; provided, however, that (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of one or more of the Facilities, 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $10,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount 1,000,000 in excess thereof; (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iiiiv) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (ivv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Company after consultation with with, and subject to the Paying Agent 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise9.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and all of the obligations of the Borrower to such Lender shall have been satisfied; and (vivii) the parties to each such assignment shall execute and deliver to the 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; 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 Borrower shall have no liability for the payment effective date 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.assignment). 61

Assignments and Participations. (a) Any Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by the Loan Parties (ifollowing a demand by such Lender pursuant to Section 2.10 or 2.12) may (upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative Agent will, 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 and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the 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 (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 and in respect of one any or more of the all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 1,000,000 (or such lesser amount as shall be approved by the Paying 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, or (B) the Borrower) Administrative Agent shall not have determined that such assignment is necessary to achieve a successful syndication of the Commitment being assignedFacilities, 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 or an Affiliate Assignee, (vi) any assignment of a LenderRevolving Credit Commitment must be approved by the 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), (ivvii) each such assignment made as a result of a demand by the Borrower Loan Parties pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Loan Parties after consultation with the Paying 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, (vviii) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Loan Parties pursuant to this Section 2.17 or otherwise9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment 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 until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (vix) the parties to each such assignment shall execute and deliver to the Paying 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, 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 Loan Parties pursuant to this Section 2.179.07(a), the Borrower Loan Parties shall pay to the Paying Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Any Each Lender may assign, and, if (i) may 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 in (ii) upon at least 30 Business Days' notice to such Lender and the case of clause (B) belowPaying Agent, shall) assign will assign, to one or more Eligible Assignees banks or an Affiliate of a Lender that is not an Eligible Assignee other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it (including accrued interest) 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, fixed and not a varying, the same percentage of all rights and obligations of the assigning Lender under and in respect of one or more of the Facilitieseach 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $15,000,000, and the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment of the assigning Lender being assignedretained by such Lender immediately after giving effect to 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 $15,000,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower after consultation with the Paying Agent 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 (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (vi) the parties to each such assignment shall execute and deliver to the 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; provided. Upon such execution, howeverdelivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) belowsell, shall) transfer, negotiate or 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 hereunder (including, without limitation, including all or a portion of its Commitment or Commitmentsrights and obligations with respect to the Revolving Loans, the Advances owing to it Swing Loans and the Note or Notes held by itLetters of Credit); provided, however, that (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 if any such assignment shall be of a uniformthe assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all rights such Lender’s Revolving Credit Outstandings and obligations under and in respect of one or more of the FacilitiesRevolving Credit Commitments, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than the lesser $5,000,000 or an integral multiple of $5,000,000 and 5% 1,000,000 in excess thereof, except, in either case, (A) with the consent of the aggregate amount Administrative Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such lesser amount as Lender, and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be approved by subject to the Paying Agent andprior consent of the Administrative Agent, so long as no 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, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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 feecontinuing.

Assignments and Participations. (a) Any Each Lender may assign (i) may (and in without the case approval of clause (B) belowthe Borrower, shall) assign to one or more Eligible Assignees if the Eligible Assignee is a Lender or is an Affiliate of a 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, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, the Revolving Credit Advances owing to it and the Revolving Credit 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 the lesser $10,000,000 or a larger integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned1,000,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; provided3,500 unless the relevant Eligible Assignee is an Affiliate of the assigning Lender and (iv) notwithstanding the foregoing, howeverCompetitive 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 Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such 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 Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one any or more of the all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 $1,000,000 and shall be in an integral multiple of $5,000,000 and 5% of the aggregate amount 500,000 (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the BorrowerAdministrative Agent) of the under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights and obligations Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the assigning Lender under this Agreement or an assignment of a portion of such rights Commitments hereunder has been completed 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Each Lender (i) may (and in the case of clause (B) below, shall) assign to one or more Eligible Assignees banks or an Affiliate of a Lender that is not an Eligible Assignee other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances Loans owing to it and the any 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 and in respect of one or more (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 Lender or 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 Commitments 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 the lesser $1,000,000, and shall be in integral multiples of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned100,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee or to an Affiliate or Approved Fund of a Lenderthe assignor, (iv) each such assignment made as a result of a demand except for any assignments by the Borrower pursuant to Section 2.17 shall be arranged by the Borrower after consultation with the Paying Administrative Agent and shall be either any assignments to another Lender or an assignment of all of the rights and obligations Affiliate, SPV or Approved Fund of the assigning Lender under this Agreement or an of any other Lender, each assignment shall require the written consent of a portion of such rights (A) the Administrative Agent 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 the Borrower pursuant to Section 2.17 or otherwiseB) unless a Default or Event of Default has occurred and until is continuing, the Borrower, such Lender shall have received one consent in each case not to be unreasonably withheld 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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreementdelayed, and (viv) the parties to each such assignment shall execute and deliver to the Paying 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 Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have (in addition to any such rights and obligations theretofore held by it) the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender (imay and, so long as no Default shall have occurred and be continuing, if demanded by the Borrower pursuant to Section 2.09(e) may (upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAdministrative Agent, shall) will 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, without limitation, all or a portion of its Commitment or Commitments, Commitments and the 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 and in respect of one any or more 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 Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000 in the lesser of $5,000,000 and 5% case of the aggregate amount 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 Paying Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, 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 Commitment being assignedminimum assignment required, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 2.09(e) shall be arranged by the Borrower after consultation with the Paying 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 (whether as a result of a demand by the Borrower pursuant to Section 2.17 or otherwise2.09(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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) no such assignments shall be permitted without the consent of the Joint Bookrunners until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (vivii) the parties to each such assignment shall execute and deliver to the Paying 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, 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 2.172.09(e), the Borrower shall pay to the Paying 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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one or more of the Facilities, (ii) immediately after such assignment, the assigning Lender, if it remains a Lender hereunder, shall have a Commitment hereunder in no event less than $5,000,000, (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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned5,000,000, (iiiiv) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 AgreementAssignee, (v) no Lender such assignments shall be obligated permitted without the prior consent of the Administrative Agent (which may be withheld for any reason) until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed, (vi) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower would be required to make any such assignment (whether as a result payments to or on behalf of a demand by the Borrower assignee Lender pursuant to Section 2.17 subsection 2.10(a) or otherwise(b) unless and until such the assignor Lender shall have received one or more payments from either was not, at 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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment time of such principal amount and all other amounts payable assignment, entitled to such Lender under this Agreementreceive any payment pursuant to subsection 2.10(a) or (b), and (vivii) the parties to each such assignment shall execute and deliver to the Paying 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 any other documents, instruments or agreements as may be necessary in connection therewith and a processing and recordation fee of $3,500; provided. Any Note issued to an assignee Lender hereunder shall be issued in replacement of, howeverbut not in discharge of, the Borrower shall have no liability for evidenced by the payment of such fee except that for each promissory note held by the assigning Lender prior to such assignment made as a result and shall reflect the amount of a demand the respective Commitments and Advances held by the Borrower pursuant such assignee liability Lender and Assignor Lender after giving effect to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation feesuch assignment.

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the Advances Loans owing to it 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 and 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 Commitments 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 2,000,000 (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all written consent of the rights Senior Secured Term Loan Credit Agreement among U.S. Well Services, Inc., USWS Holdings LLC, U.S. Well Services, LLC, the Subsidiary Guarantors, the Initial Lenders, and obligations CLMG Corp. dated as of the assigning Lender under this Agreement or an assignment of a portion of such rights May 7, 2019 AMERICAS 99636855 v27 Administrative Agent, which consent shall not be unreasonably withheld 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; 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 feeassignment.

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one or more of the Facilitiesapplicable Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments 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 lesser 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 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedCompany, such consent not to be unreasonably withheld or delayed), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights and obligations Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the assigning Lender under this Agreement or an assignment of a portion of such rights Commitments hereunder has been completed 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 a processing and recordation fee of $3,500; providedthe contrary, howeverfrom the Effective Date to the date that is six months after the Effective Date, the Borrower Administrative Agent shall have no liability for the payment not assign all or a portion of such fee except its Revolving Credit B Commitments to any Eligible Assignee that for each such assignment made as is unable to make a result of Revolving Credit B Advance in an Agreed Currency that is a demand by the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation feeForeign Currency.

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the Advances Advance 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 and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedU.S.$2,000,000, (iii) each such unless the assignment shall be is to an Eligible Assignee existing Lender or an Affiliate of a 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 have given its approval, (iv) each such any assignment made as a result of a demand by the 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 at any such assignment (whether as a result of a demand by 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon date prior to the date 60 days after the Restatement Effective Date shall be made on the last day of payment of such principal amount and all other amounts payable to such Lender under this Agreementan Interest Period, and (viv) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; providedU.S.$3,000. Upon such execution, howeverdelivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender may, with the prior written consent of the Borrower and the Administrative Agent (i) may (and which consents shall not unreasonably be withheld or delayed and, in the case of clause the Borrower, shall not be required (Bx) belowif an Event of Default then exists and (y) in connection with an assignment to a Lender, shall) an Affiliate of a Lender or a Related Fund), assign to one or more Eligible Assignees banks or an Affiliate of a Lender that is not an Eligible Assignee other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the Advances Loans owing to it and the any 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 uniformconstant, and not a varying, percentage of all rights and obligations under and 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 assignment of all of a assigning Lender’s rights and obligations under this Agreement, ; (ii) the aggregate amount of the Commitments 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 $1,000,000 (or if less, the lesser entire amount of such Lender’s Commitment and/or Loans) and shall be an integral multiple of $5,000,000 and 5% of the aggregate amount (1,000,000, provided, however, that simultaneous assignments by, or such lesser amount as to, two or more Related Funds shall be approved by combined for purposes of determining whether the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrowerminimum assignment requirement in this clause (ii) of the Commitment being assigned, has been met; (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, and (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver via an electronic settlement system acceptable to the Paying 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; provided, however, the Borrower shall have no liability for the payment of 3,500 (which 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.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) Any Each Lender (i) may (and in the case of clause (B) below, shall) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, and the Committed Advances owing to it and the Committed Note or Notes held by it); provided, however, that (Ai) except in the case of an each such assignment (other than assignment to an Eligible Assignee that is a Lender or an Affiliate affiliate of a such Lender, each ) shall require the prior written consent of the Paying AgentCompany, 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 which consent of the Company shall not be required if an Event of Default exists, (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 (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and in respect of one or more of the FacilitiesUncommitted 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $5,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 1,000,000 in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreementexcess thereof, and (viiv) the parties to each such assignment shall execute and deliver to the Paying 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 Borrowers, 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; provided. Upon such execution, howeverdelivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender may and, if demanded by the Borrower (ifollowing 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) may (upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the FacilitiesFacilities so assigned, (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 a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment 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 $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof, unless the Borrower and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedotherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) 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 the Borrower pursuant to this Section 2.17 or otherwise8.07(a) unless and until such Lender shall have received received, as consideration for such assignment, 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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment other than the Borrower, provided, however, that in the Borrower shall have no liability for the payment case of such fee except that for each such 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the Paying Agent 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 applicable processing extent any claim thereunder relates to an event arising prior to such assignment) and recordation feebe 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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (Ai) except in without the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a Lender, each prior written consent 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 Administrative Agent (which consent shall not may 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 (ifor any reason) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of one or more 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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, (iii) no such assignments shall be permitted without the lesser of $5,000,000 and 5% prior consent of the aggregate amount Administrative Agent (or which may be withheld for any reason) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, but in any event not later than 90 days following the Effective Date, (iv) no such lesser amount as assignment shall be approved by permitted if, immediately after giving effect thereto, any Borrower would be required to make payments to or on behalf of the Paying Agent andassignee Lender Party pursuant to Section 2.9(a) or (b) and the assignor Lender Party was not, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be entitled to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the Borrower receive any payment 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 2.9(a) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreementb), and (viv) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Each Term Lender may, with the consent of the Borrower (isuch consent not to be unreasonably withheld) may (and in and, if demanded by the case Borrower pursuant to Section 8.01(b) or following a request for a payment to or on behalf of clause (B) belowsuch Term Lender under Section 2.09 or Section 2.12 or following a notice given by such Term Lender pursuant to Section 2.10, shall) upon at least ten Business Days' notice to such Term Lender, will, assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances pro rata share of the Loan owing to it and the Term Credit 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 may make demand with respect to such assignment (which consent shall not be unreasonably withheld or delayed) and (B) if the assignment is demanded by the Borrower a Term Lender that has given notice pursuant to Section 2.17, no Default shall have occurred and be continuing at 2.10 only if the time of Borrower makes such demand and such assignment and the Borrower shall of all Term Lenders similarly situated that have given at least five Business Days’ notice of such demand to the applicable Lender and the Paying Agentnotice; provided, howeverfurther, that that: (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement and in respect of one or more of the Facilities, Term Credit Notes; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Term Lender, an Affiliate of any Lender or an assignment of all of a Term Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments Commitment of the assigning Term Lender being assigned to such Eligible Assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser $5,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, 1,000,000 in excess thereof; (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, Assignee; (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 shall be arranged by the Borrower after consultation with the Paying Agent Borrower and shall be either an assignment of all of the rights and obligations of the assigning Term 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 Term Lender under this Agreement, ; (v) no Term Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to Section 2.17 or otherwise) unless and until such Term 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 Loan owing to such Term Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Term Lender under this Agreement; (vi) no Term Lender shall at any time have more than two (2) assignees, if one of such assignees is not the Initial Lenders; and (vivii) the parties to each such assignment shall execute and deliver to the Paying AgentInitial Lender, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Term Credit Notes subject to such assignment and a processing and recordation fee of $3,500; provided, however, 2,500 (which shall be paid by Persons other than the Borrower shall have no liability for the payment of such fee except that for each unless such assignment is made as a result of a demand by the Borrower 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Term Lender hereunder; and (y) the Term Lender assignor thereunder shall, to the Paying Agent 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 applicable processing effective date of such Assignment and recordation feeAcceptance 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 Term Lender's rights and obligations under this Agreement, such Term Lender shall cease to be a party hereto).

Assignments and Participations. (a) Any Each Lender may, with the written consent of the Agent and, unless an Event of Default or Default has occurred and is continuing, the written consent of the Parent (i) may (and in the case of clause (B) belowwhich consent will not be unreasonably withheld or delayed), shall) assign to one or more Eligible Assignees other lenders or an Affiliate of a Lender that is not an Eligible Assignee other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the Advances owing to Loans made by it and the Note or Notes held by it); provided, however, that (A1) 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, in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or 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 remainder 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; providedLender's Commitment), however, that (i2) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and 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 assigning Lender, an 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 Commitments 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 Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi3) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and such parties shall deliver to the Agent a processing and recordation fee of $3,500; provided5,000. Upon such execution, howeverdelivery and acceptance, from and after the Borrower effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (or such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall become a "Lender" hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have no liability the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Any such assignment shall not adversely affect the Borrowers' rights under this Agreement except that the assigning Lender shall not be responsible 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 feeobligations assigned.

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 Commitments 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 1,000,000 (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the 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 or an Affiliate of a Lenderapproved by the Administrative Agent and, so long as no Default shall have occurred, the Borrower, such consent not to be unreasonably withheld, (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights and obligations Joint Lead Arrangers until the Joint Lead Arrangers shall have notified the Lender Parties that syndication of the assigning Lender under this Agreement or an assignment of a portion of such rights Commitments hereunder has been completed 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Each Lender may and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.12 or 2.15 or an assertion by such Lender under Section 2.13) may (upon at least five Business Days' notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); providedPROVIDED, 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, howeverHOWEVER, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one on or more of the FacilitiesTranche 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof unless the Borrower and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedotherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) 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 the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; provided, however, 3,500 payable by the Borrower shall have no liability for the payment of such fee except that for 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the Paying Agent 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 applicable processing extent any claim thereunder relates to an event arising prior such assignment) and recordation feebe 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) Any Each Lender (i) may at any time, with notice to the Company prior to making any proposal to any potential assignee and with the consent of the Company, which consent shall not be unreasonably withheld (and in shall at any time, if requested to do so by the case of clause (B) belowCompany pursuant to Section 2.06(b), shall2.11 or 2.14) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee 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, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, Unissued Letter of Credit Commitment, the 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) except in the case of an assignment of Revolving Credit Commitment, Revolving Credit Advances and participations in Letters of Credit to an Eligible Assignee that is a Lender or an Affiliate of a such Lender, each of the Paying Agent, each Issuing Bank and, unless a Default provided that notice thereof shall have occurred been given to the Company 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 Agent or delayed) and (B) if in the case of an assignment is demanded by of 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 Agenttype described in subsection (g) below; provided, however, that (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all the rights and obligations under this Agreement specified in the applicable Assignment and in respect of one or more of the Facilities, Acceptance; (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) Unissued Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as shall be approved by of the Paying 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, the Borrower) of the Commitment being assigned, 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 or an Affiliate of a LenderAssignee, (ivv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.06(a) shall be arranged by the Borrower Company after consultation with with, and subject to the Paying Agent 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.06(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and all of the obligations of the Borrowers to such Lender shall have been satisfied; and (vivii) the parties to each such assignment shall execute and deliver to the 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; 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 2.11, 2.14 and 9.04, and its obligations under Section 8.05, shall survive such assignment as to matters occurring prior to the Borrower shall have no liability for the payment effective date 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 feeassignment).

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the Advances Loans 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, 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 one or more of the Facilitiesits 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments 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 the lesser $5,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount 1,000,000 in excess thereof (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment made shall be provided to the 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 (B) so long as a result no Default or Event of a demand by Default shall have occurred and be continuing at the time of the effectiveness of such assignment, the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; 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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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, 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 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 $5,000,000 under each Facility or an integral multiple of $5,000,000 and 5% of the aggregate amount 1,000,000 in excess thereof (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment made shall be provided to the 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 (B) so long as a result no Default or Event of a demand by Default shall have occurred and be continuing at the time of the effectiveness of such assignment, the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; 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) Any Each Lender may and, if demanded by the Company (ifollowing 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) may (shall, upon at least 5 Business Days’ notice to such Lender and in the case of clause (B) belowAgent, shall) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the Revolving Credit Advances owing to it and the Revolving Credit 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 uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of one or more of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof unless the Company and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedotherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; provided. Upon such execution, howeverdelivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, the Borrower shall pay relinquish its rights (other than its rights under Sections 2.10, 2.13 and 9.04 to the Paying Agent 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 applicable processing case of an Assignment and recordation feeAcceptance 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) Any Each Lender may and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.12 or 2.15 or an assertion by such Lender under Section 2.13) may (upon at least five Business Days' notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); providedPROVIDED, 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, howeverHOWEVER, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the FacilitiesTranche 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof unless the Borrower and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedotherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) 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 the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; provided, however, 3,500 payable by the Borrower shall have no liability for the payment of such fee except that for 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the Paying Agent 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 applicable processing extent any claim thereunder relates to an event arising prior such assignment) and recordation feebe 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) Any Each Lender (i) may (and, so long as no Default shall have occurred and in be continuing, if demanded by the case of clause Borrower (Bfollowing a demand by such Lender pursuant to Section 2.10 or 2.12 or if such Lender shall be a Defaulting Lender) belowupon at least 5 Business Days' notice to such Lender and the Administrative Agent, shallwill) 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 and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitment or Commitments 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 $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned5,000,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower after consultation with the Paying Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an 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 AgreementAgreement and the other Loan Documents, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such 140 134 assignment shall execute and deliver to the Paying 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; 1,500 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, 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 this Section 2.178.07(a), the Borrower shall pay to the Paying Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Any Each Lender (i) may at any time, with notice to the Company prior to making any proposal to any potential assignee and with the consent of the Company, which consent shall not be unreasonably withheld (and in shall at any time, if requested to do so by the case of clause (B) belowCompany pursuant to Section 2.05(b), shall2.10 or 2.13) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the 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) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a such Lender, each of provided that notice thereof shall have been given to the Paying Company and the 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 in the case of an assignment is demanded by of 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 Agenttype described in subsection (g) below; provided, however, that (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of one or more of the Facilities, 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $10,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount 1,000,000 in excess thereof; (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iiiiv) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (ivv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Company after consultation with with, and subject to the Paying Agent 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise9.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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.or

Assignments and Participations. (a) Any Each Lender (i) may (and, so long as no Default shall have occurred and in be continuing, if demanded by the case of clause (B) belowBorrower pursuant to Section 4.08 upon at least five Business Days’ notice to such Lender and the Administrative Agent, shall) will 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $1,000,000, in the lesser of $5,000,000 and 5% case of the aggregate amount 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 Paying Agent and, so long Administrative 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 the time of effectiveness of such assignment, the Borrower) one assignment for purposes of the Commitment being assignedminimum assignment requirement, (iiiii) each such assignment shall be to an Eligible Assignee or 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, (B) to the extent that such assignment is in respect of the Working Capital Facility, so long as no Event of Default shall have occurred and be continuing, the Borrower shall have consented to such assignment 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 LenderLender 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), (iviii) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 4.08 or 11.01 shall be arranged by the Borrower after consultation with the Paying 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, (viv) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to Section 2.17 4.08 or otherwise) 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 the Advances owing to LSP Gen Finance First Lien Credit Agreement such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (v) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, the Borrower shall have no liability for the payment of that only one such fee except 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 2.174.08 or 11.01, the Borrower shall pay to the Paying Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Any Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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) Any Each Lender (ian "Assignor") may (assign its Rights and in obligations as a Lender under the case of clause (B) belowLoan Papers to another Lender or its Bank Affiliate, shall) assign or to one or more Eligible Assignees transferees pursuant to an Assignment and Acceptance, so long as, if such Assignee is not another Lender or an a Bank Affiliate of the Assignor (i) each assignment shall be of a Lender that is constant, and not an Eligible Assignee a varying percentage of all or a portion of its rights Rights and obligations under this Agreement thereunder, (including, without limitation, all or a portion ii) each Assignor shall obtain in each case the prior written consent of its Commitment or Commitments, the Advances owing to it Administrative Agent and the Note or Notes held by it); providedBorrower, 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 such consent 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 not to such assignment (which consent shall not be unreasonably withheld or delayed) and (B) if , provided that, in the assignment ------------- event there exists an Event of Default that is demanded by the Borrower pursuant to Section 2.17continuing, no Default shall have occurred and be continuing at the time consent of such demand and such assignment and the Borrower shall have given at least five Business Days’ notice of such demand be required 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 and in respect of one or more of the Facilities, (ii) except in the case of make an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment Assignor shall be in each case pay a $3,500 processing fee to an Eligible Assignee or an Affiliate of a Lender, Administrative Agent and (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 shall be arranged by the Borrower after consultation with the Paying Agent and shall be either is for an assignment of amount less than $10,000,000 (unless such Lender is assigning all of the rights its remaining interest) and obligations in increments of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another $1,000,000 (and, if such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreementis a partial assignment, (v) no Lender shall hold less than $10,000,000 immediately after giving effect to any assignment unless it assigned all of its interest). Assignments and other transfers (except participations) with respect to each Lender's participation in a given Letter of Credit may only be obligated to make made with the prior written consent of the Administrative Agent. Within five Business Days after the Borrower receives notice of any such assignment (whether as a result of a demand by assignment, 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 Acceptanceand/or the Working Line Commitment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500; provided, howeverafter the Conversion Date (if any), the Borrower 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 agreed that on and after the effective date of each assignment, the assignee shall be a party hereto and shall have no liability for the payment of such fee except that for each such assignment made as a result Rights and obligations of a demand by Lender under the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation feeLoan Papers.

Assignments and Participations. (a) Any Each Lender (i) may (and, so long as no Default shall have occurred and in be continuing, if demanded by the case of clause Borrower (Bfollowing a demand by such Lender pursuant to Section 2.10 or 2.12 or if such Lender shall be a Defaulting Lender) belowupon at least 5 Business Days' notice to such Lender and the Administrative Agent, shallwill) 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 and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitment or Commitments 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 $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned5,000,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower after consultation with the Paying Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement and the other Loan Documents or an 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 AgreementAgreement and the other Loan Documents, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; 1,500 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, 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 this Section 2.178.07(a), the Borrower shall pay to the Paying Administrative Agent the applicable processing and recordation fee.

Assignments and Participations. (a) Any Each Lender (imay, and, if demanded by the Company and the Administrative Agent pursuant to Section 9.01(b) may (and in with respect to any amendment requiring consent of all of the case of clause (B) belowLenders as to which such Lender shall not have consented, shall) will, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 or in the case of any Multicurrency Lender, an Affiliate 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 Commitments 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 $5,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) no such assignment 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, (v) no such assignments shall be permitted without the consent of the Company and the Administrative Agent to any Lender that would be entitled to demand additional payments pursuant to Section 2.12 or 2.14 if such payments were not required to be made to the assigning Lender immediately prior to such assignment, (vi) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 Company shall be arranged by the Borrower Company after consultation with the Paying 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, (vvii) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to Section 2.17 or otherwise) Company unless and until such Lender shall have received one or more payments from either the Borrower Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (viviii) the parties to each such assignment shall execute and deliver to the Paying 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, 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.. 148

Assignments and Participations. (a) Any Each Lender may and, if demanded by the Borrower (ifollowing 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) may (upon at least five Business Days' notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, its undrawn Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) the undrawn Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as of the date of the applicable Assignment and Acceptance) shall in no event be approved by the Paying Agent andless than $1,000,000, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignmentunless, in each case, the Borrower) of Borrower and the Commitment being assignedAgent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) 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 the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment, provided, however, that no such recordation fee shall be payable in the Borrower shall have no liability for the payment case of such fee except that for each such an assignment made as 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 result 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 demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, the Borrower shall pay relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the Paying Agent 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 applicable processing case of an Assignment and recordation feeAcceptance 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) Any Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 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 and 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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) Any Each Lender ------------------------------ may, with the consent of the Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with this Section 8.07, the Borrower, in each case such approval not to be unreasonably withheld or delayed, and, if demanded by the Borrower (ifollowing a demand by such Lender pursuant to Section 2.11 or 2.14 or a notice by such Lender pursuant to Section 2.12) may (so long as no Default shall have occurred and in be continuing, upon at least 5 Business Days' notice to such Lender and the case of clause (B) belowAgent, shall) will, assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the Revolving Credit Advances owing to it and the Revolving Credit 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 uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of one or more of the FacilitiesCompetitive Bid Notes), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $15,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower after consultation with with, and subject to the Paying Agent approval of, the Agent, and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this AgreementAgreement and all of the obligations of the Borrower to such Lender shall have been satisfied, and (vi) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note or Notes subject to such assignment and and, a processing and recordation fee of $3,500; 3,500 payable by the parties to each such assignment, provided, however, that in the Borrower shall have no liability for the payment case of such fee except that for each such assignment made as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower except that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower to an Eligible Assignee that is an existing Lender, and (vii) any Lender may, without the approval of the Borrower or the Agent, assign all or a portion of its rights to any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the Paying Agent 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 applicable processing case of an Assignment and recordation feeAcceptance 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) Any Each Lender shall have the right at any time to assign all or any portion of its Loans or its Commitment in an aggregate amount of not less than $5,000,000 to any Eligible Assignee that is approved by Mutual Risk (so long as no Default or Event of Default exists) and the Administrative Agent, which approvals shall not be unreasonably withheld. In the case of any assignment of all or part of any Loan or any Commitment authorized under this Section 10.2(a), the assignee shall become a party to this Agreement as a Lender by execution of an assignment and assumption agreement substantially in the form of Exhibit D hereto; provided, that (i) may at such time Section 2.1 shall be deemed modified to reflect the Commitment of such new Lender and of the existing Lenders, (ii) upon surrender of any Notes evidencing all or any portion of any Loan so assigned, new Notes will be issued, at the Borrowers' expense to such new Lender and to the assigning Lender (if requested by 44 Credit Agreement them), such new Notes to be in conformity with the case requirements of clause Section 2.4 (Bwith appropriate modifications), and (iii) belowthe Administrative Agent shall receive at the time of each such assignment, shall) assign to one from the assignor or more Eligible Assignees or an Affiliate assignee Lender, the payment of a non-refundable assignment fee of $3,500. To the extent of any assignment pursuant to this Section 10.2(a), the assignor Lender that is not an Eligible Assignee all or a portion shall be relieved of its rights obligations hereunder with respect to its assigned Loans or Commitment, and the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations under this Agreement (as a Lender with respect to such Loans or Commitment, including, without limitation, all the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of a portion Lender. At the time of its Commitment or Commitments, the Advances owing each assignment pursuant to it and the Note or Notes held by it); provided, however, that (Athis Section 10.2(a) except in the case of an assignment to an Eligible Assignee that which is not already a Lender or an Affiliate of hereunder and which is not a Lender, each United States Person (as such term is defined in Section 7701(a)(30) of the Paying AgentCode) for Federal income tax purposes, 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 and 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 assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant shall provide to such assignment Mutual Risk and the Administrative Agent the appropriate Internal Revenue Service Forms (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 Paying Agent and, so long as no Default shall have occurred if applicable a Section 10.2(c)(ii) Certificate) described in Section 10.2(c) and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying Agent, for its acceptance and recording in the Register, Administrative Agent 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 feeAdministrative Questionnaire.

Assignments and Participations. (a) Any Each Lender (i) may (and and, if demanded by the Borrowers in the case of clause (Baccordance with Section 9.01(b) below, shallwill) 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, without limitation, all or a portion of its Commitment or Commitments, Commitments and the 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 and in respect of one or more of the FacilitiesFacilities (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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 the lesser S$5,000,000 under each Facility or an integral multiple of $5,000,000 and 5% of the aggregate amount S$1,000,000 in excess thereof (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedOperating Partnership), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) 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), (v) each such assignment made as a result of a demand by the Borrower Borrowers pursuant to Section 2.17 9.01(b) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, 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 Borrowers pursuant to Section 2.179.01(b), the Borrower Borrowers shall pay to the Paying 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) Any Each Lender may and, if demanded by the Borrower (ifollowing 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) may (upon at least five Business Days' notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, its undrawn Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (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 uniformconstant, and not a varying, percentage of all rights and obligations under and 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) the undrawn Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as of the date of the applicable Assignment and Acceptance) shall in no event be approved by the Paying Agent andless than $1,000,000, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignmentunless, in each case, the Borrower) of Borrower and the Commitment being assignedAgent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) 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 the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment, provided, however, that no such recordation fee shall be payable in the Borrower shall have no liability for the payment case of such fee except that for each such an assignment made as 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 result 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 demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, the Borrower shall pay relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the Paying Agent 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 applicable processing case of an Assignment and recordation feeAcceptance 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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the any 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 and 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, Lender or an 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 Commitments 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 Paying 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, the Borrower) of the Commitment being assigned$500,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each no such assignments shall be permitted without the consent of the Agent and, in the case of any assignment made as to an Eligible Assignee other than a result Lender or an Affiliate or Related Fund of a demand by Lender or a Federal Reserve Bank and so long as no Event of Default has occurred and is continuing, the Borrower pursuant to Section 2.17 (which consent shall not 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 Agreementunreasonably withheld), (v) no Lender such assignment shall be obligated to make any effective before the earlier of (A) October 30, 1999 and (B) such assignment (whether time as a result of a demand by Chase Securities Inc. shall have notified the Lender Parties, the Borrower pursuant to Section 2.17 or otherwise) unless and until such Lender shall have received one or more payments from either the Canadian Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount that syndication of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this AgreementCommitments hereunder has been completed, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; 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 fee2,500.

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one any or more of the all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 1,000,000 (or such lesser amount as shall be approved by the Paying 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, the Borrower) of the under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee Assignee, (iv) except for an assignment under the Revolving Credit Amended and Restated KCSR Credit Agreement Facility from a Revolving Credit Lender to another Revolving Credit Lender or an assignment under the Term Facility from a Lender to another Lender or an Affiliate of a Lender, (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights and obligations Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the assigning Lender under this Agreement or an assignment of a portion of such rights Commitments hereunder has been completed 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; providedprovided that, however, the Borrower shall have no liability for the payment of only one such fee except that for each such assignment made as a result shall be payable in respect of a demand simultaneous assignments by the Borrower pursuant any Lender to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation feeits Affiliates.

Assignments and Participations. (a) Any Each Lender (i) may (may, upon at least five Business Days' notice to such Lender and in the case of clause (B) belowAdministrative 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one any or more all of the Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 5 million (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each except in the case of an assignment by a Person that, immediately prior to such assignment made 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 a result no Default shall have occurred and be continuing at the time of a demand by effectiveness of such assignment, the Borrower pursuant to Section 2.17 (in each case, which consents shall not be arranged by the Borrower after consultation with the Paying Agent 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 (whether as a result of a demand by 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; 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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one any or more of the all Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 10,000,000 (or such lesser amount as shall be approved by the Paying 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, the Borrower) of the under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, and (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 (unless waived by the Administration Agent in its sole discretion); providedprovided that, however, the Borrower shall have no liability for the payment of only one such fee except that for each such assignment made as a result shall be payable in respect of a demand simultaneous assignments by the Borrower pursuant any Lender to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation fee.its Affiliates. Kansas City Southern Credit Agreement

Assignments and Participations. (a) Any Each Lender (i) may (may, upon at least five Business Days' notice to such Lender and in the case of clause (B) belowAdministrative 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, without limitation, including all or a portion of its Commitment or Commitments, the Advances Loans 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 and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 the lesser of $5,000,000 and 5% of the aggregate amount 1,000,000 (or such lesser amount as shall be approved by the Paying 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, the BorrowerBorrowers (in each case, which consents shall not be unreasonably withheld or delayed) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, the Borrower shall have no liability for the payment of that only one such fee except that for each such assignment made as shall be payable in connection with concurrent assignments by a result of a demand by the Borrower pursuant Lender to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation feetwo or more Approved Funds.

Assignments and Participations. (a) Any 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) may 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) and (l) 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 case parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraphs (h) through (j) and (l) of clause 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. (Bb) below, shall) Each Lender and Issuing Bank may assign to one or more Eligible Assignees banks or an Affiliate of a Lender that is not an Eligible Assignee other entities all or a portion of its rights and obligations under this Agreement (including, including without limitation, limitation all or a portion of its Commitment or Commitments, and the Advances Loans owing to it and the Note or Notes held by it), and each Issuing Bank may assign its Letter of Credit Commitment; provided, however, that provided that: (Ai) except any such assignment by an Issuing Bank of its Letter of Credit Commitment shall be of its entire Letter of Credit Commitment; (ii) 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 and in respect of one or more of the Facilities, 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 assignment of all of a Lender’s 's rights and obligations under this Agreement), (A) the aggregate amount of the Commitments Commitment of the assigning Xxxxxx 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 the lesser of $US$5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 shall be arranged by the Borrower after consultation with the Paying Agent and shall be either an assignment integral multiple 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 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 US$500,000 in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreementexcess thereof, and (viB) the parties to each such assignment assignor shall execute and deliver simultaneously assign to the Paying Agent, for its acceptance and recording assignee a ratable share of (1) all participations in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee Letters of $3,500; provided, however, the Borrower shall have no liability Credit issued for the payment account 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 Borrowers or their Subsidiaries and recordation fee.then

Assignments and Participations. (a) Any Each Lender may with the consent of each Issuing Bank (iwhich consent shall not be unreasonably withheld or delayed) may and, if demanded by the Company (so long as no Default shall have occurred and in 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 case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) the Unissued Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as shall be approved by of the Paying 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, in each case, unless the Borrower) of Company and the Commitment being assignedAgent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment, provided, however, that in the Borrower shall have no liability for the payment case of such fee except that for each such assignment made as a result of a demand by the Borrower 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the Paying Agent 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 applicable processing extent any claim thereunder relates to an event arising prior to such assignment) and recordation feebe 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) Any Subject to the following sentence, each Lender (ian "Assignor") may (assign its Rights and in obligations as a Lender under the case of clause (B) below, shall) assign Loan Papers to one or more Eligible Assignees or pursuant to an Affiliate Assignment and Acceptance, so long as (i) each assignment shall be of a Lender that is constant, and not an Eligible Assignee a varying percentage of all or a portion of its rights Rights and obligations under this Agreement thereunder, (includingii) each Assignor shall obtain in each case the prior written consent of Administrative Agent and Company, without limitation, all or a portion of its Commitment or Commitments, the 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, notwithstanding anything herein to the contrary, no consent of Company is required for any assignment during any time that an Event of Default has occurred and is continuing), (iiii) each Assignor shall in each case pay a $3,000 processing fee to Administrative Agent, (iv) no such assignment shall be of a uniformis for an amount less than $10,000,000, and not a varying(v) so long as no Default or Event of Default has occurred and is continuing, percentage NationsBank of all rights and obligations under and in respect of one or more of the FacilitiesTexas, (ii) except in the case of N.A. shall retain an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be Commitment not less than the lesser of $5,000,000 and 5(A) 10% of the aggregate amount Commitment or (or such lesser amount as shall be approved by the Paying B) $40,000,000. Within five Business Days after Administrative Agent and, so long as no Default shall have occurred and be continuing at the time receives notice of effectiveness of any -72- such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment Company shall execute and deliver to the Paying Administrative Agent, 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 Specified Percentages of (i) the Commitment, if the Commitment is outstanding, or (ii) the aggregate principal amount outstanding under the Term Loan, if after the Conversion Date. Such new Notes shall be dated the effective date of the assignment. It is specifically acknowledged and recording in agreed that on and after the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee effective date of $3,500; provided, howevereach assignment, the Borrower assignee shall be a party hereto and shall have no liability for the payment of such fee except that for each such assignment made as a result Rights and obligations of a demand by Lender under the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation feeLoan Papers.

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one any or more of the 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 Commitments 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 $1,000,000 and shall be in an integral multiple of $5,000,000 and 5% of the aggregate amount 500,000 (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the under each Facility for which a Commitment is being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 assignments shall be arranged by permitted without the Borrower after consultation with the Paying Agent and shall be either an assignment of all consent of the rights and obligations Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the assigning Lender under this Agreement or an assignment of a portion of such rights Commitments hereunder has been completed 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by the Company (ifollowing a demand by such Lender pursuant to Section 2.11 or 2.14) may (upon at least 5 Business Days’ notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the any 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect this Agreement related to the Commitments or the Unissued Letter of one or more of the FacilitiesCredit 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 assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) the Unissued Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as shall be approved by of the Paying 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, the Borrower) shall in no event be less than $1,000,000 or an integral multiple of the Commitment being assigned$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment, provided, however, that in the Borrower shall have no liability for the payment case of such fee except that for each such assignment made as a result of a demand by the Borrower 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 2.172.11 or 2.14, in which case such assignment shall be permitted only if the Borrower assignee shall pay waive in a manner satisfactory to the Paying Agent Company in form and substance its rights to make such a demand. Upon such execution, delivery, acceptance and recording, from and after the applicable processing effective date specified in each Assignment and recordation feeAcceptance, (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) Any Each Lender (i) Party may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one or more of the FacilitiesFacilities 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 assignment of all of a Lender’s Lender Party's rights and obligations under this Agreement, the aggregate amount of the Commitments 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, (iii) no such assignments shall be permitted without the lesser of $5,000,000 and 5% prior consent of the aggregate amount Administrative Agent (which may be withheld for any reason) until the earlier to occur of (x) the date on which the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed or (y) the 120th day following the Initial Funding Date, (iv) no such lesser amount as assignment shall be approved by permitted if, immediately after giving effect thereto, the Paying Agent andBorrower would be required to make payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) or Section 2.12 and the assignor Lender Party was not, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be entitled to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the Borrower receive any payment 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 2.10(a) or an assignment of a portion of such rights and obligations made concurrently with another such assignment (b) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement2.12, and (viv) the parties to each such assignment shall execute and deliver to the Paying 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, 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 fee3,000.

Assignments and Participations. (a) Any Each Lender may and, if demanded by the Borrower (ifollowing 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) may (upon at least five Business Days’ notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, its undrawn Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the Note or Notes held by it); provided, however, that (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 uniformconstant, and not a varying, percentage of all rights and obligations under and 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 assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) the undrawn Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as of the date of the applicable Assignment and Acceptance) shall in no event be approved by the Paying Agent andless than $1,000,000, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignmentunless, in each case, the Borrower) of Borrower and the Commitment being assignedAgent otherwise agree, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 2.17 8.07(a) 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 the Borrower pursuant to this Section 2.17 or otherwise8.07(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 Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment, provided, however, that no such recordation fee shall be payable in the Borrower shall have no liability for the payment case of such fee except that for each such an assignment made as 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 result 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 demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, the Borrower shall pay relinquish its rights (other than its rights under Sections 2.11, 2.14 and 8.04 to the Paying Agent 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 applicable processing case of an Assignment and recordation feeAcceptance 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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $5,000,000 and 5% (or $2,500,000 in the case of an assignment by a Lender to an Affiliate of such Lender), (ii) no such assignments shall be permitted without the prior consent of the aggregate amount Administrative Agent (or which may be withheld for any reason) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, but in any event not later than 90 days following the Closing Date, (iii) no such lesser amount as assignment shall be approved by permitted if, immediately after giving effect thereto, the Paying Agent andBorrower 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, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be entitled to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the Borrower receive any payment 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 2.10(a) or an assignment of a portion of such rights and obligations made concurrently with another such assignment (b) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement2.12, and (viiv) the parties to each such assignment shall execute and deliver to the Paying 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; provided3,500 (other that with respect to an assignment to a Lender's Affiliate, however, the Borrower shall have no liability for the payment of in which event 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 feebe $1,500).

Assignments and Participations. (a) Any Each Lender (i) may at any time, with notice to the Company prior to making any proposal to any potential assignee and with the consent of the Company, which consent shall not be unreasonably withheld (and in shall at any time, if requested to do so by the case of clause (B) belowCompany pursuant to Section 2.05(b), shall2.10 or 2.13) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the 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) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a such Lender, each of the Paying Agent, each Issuing Bank and, unless a Default provided that notice thereof shall have occurred been given to the Company 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 Agent or delayed) and (B) if in the case of an assignment is demanded by of 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 Agenttype described in subsection (g) below; provided, however, that (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Competitive Bid Advances, Competitive Bid Advances owing to it and in respect of one or more of the Facilities, 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $10,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount 1,000,000 in excess thereof; (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iiiiv) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (ivv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.06(a) shall be arranged by the Borrower Company after consultation with with, and subject to the Paying Agent 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower pursuant to this Section 2.17 or otherwise9.06(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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.Lender

Assignments and Participations. (a) Any Each Lender (i) may at any time, with notice to the Company prior to making any proposal to any potential assignee and with the consent of the Company, which consent shall not be unreasonably withheld (and in shall at any time, if requested to do so by the case of clause (B) belowCompany pursuant to Section 2.06(b), shall2.11 or 2.14) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee 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, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, Unissued Letter of Credit Commitment, the 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) except in the case of an assignment of Revolving Credit Commitment, Revolving Credit Advances and participations in Letters of Credit to an Eligible Assignee that is a Lender or an Affiliate of a such Lender, each of the Paying Agent, each Issuing Bank and, unless a Default provided that notice thereof shall have occurred been given to the Company 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 Agent or delayed) and (B) if in the case of an assignment is demanded by of 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 Agenttype described in subsection (g) below; provided, however, that (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all the rights and obligations under this Agreement specified in the applicable Assignment and in respect of one or more of the Facilities, Acceptance; (iiiii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 the lesser $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) Unissued Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as shall be approved by of the Paying 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, the Borrower) of the Commitment being assigned, 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 or an Affiliate of a LenderAssignee, (ivv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.06(a) shall be arranged by the Borrower Company after consultation with with, and subject to the Paying Agent 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, (vvi) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.06(a) unless and until such Lender shall have received one or more payments from either the Borrower Borrowers or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and all of the obligations of the Borrowers to such Lender shall have been satisfied; and (vivii) the parties to each such assignment shall execute and deliver to the 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; 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 2.11, 2.14 and 9.04, and its obligations under Section 8.05, shall survive such assignment as to matters occurring prior to the Borrower shall have no liability for the payment effective date 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 feeassignment).

Assignments and Participations. (a) Any Each Lender (i) Party may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and in respect of one or more of the FacilitiesFacilities 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 assignment of all of a Lender’s Lender Party's rights and obligations under this Agreement, the aggregate amount of the Commitments 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, (iii) no such assignments shall be permitted without the lesser of $5,000,000 and 5% prior consent of the aggregate amount Administrative Agent (which may be withheld for any reason) until the earlier to occur of (x) the date on which the Administrative Agent shall have 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 lesser amount as assignment shall be approved by permitted if, immediately after giving effect thereto, the Paying Agent andBorrower would be required to make payments to or on behalf of the assignee Lender Party pursuant to Section 2.10(a) or (b) and the assignor Lender Party was not, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be entitled to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the Borrower receive any payment 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 2.10(a) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreementb), and (viv) the parties to each such assignment shall execute and deliver to the Paying 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, 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 fee3,000.

Assignments and Participations. (a) Any Each Lender (i) may may, upon ten days’ notice to the Agent (and in the case of clause an assignment of any Swing Line Commitment, the Sub-Agent) and with the prior consent of each Swing Line Lender (Bin the case of any assignment of any Revolving Credit Commitment) belowand the Company (which consents shall not be unreasonably withheld or delayed) and, shallif demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least 20 Business Days’ notice to such Lender and the Agent, will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsRevolving Credit Commitment, the Revolving Credit Advances owing to it and the Revolving Credit Note or Notes held by it); providedit or, however, that (A) except in the case of an assignment to an Eligible Assignee that is a Lender or an Affiliate of a Swing Line Lender, each all or a portion 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 its Swing Line Commitment and the Borrower shall have given at least five Business Days’ notice of such demand Swing Line Advances owing to the applicable Lender and the Paying Agentit); provided, however, that (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilitiesthis Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an affiliate of a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments Revolving Credit Commitment or 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 the lesser of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned10,000,000, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 8.07(a) shall be arranged by the Borrower Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; provided, howeverand (vii) the Eligible Assignee shall complete, execute and deliver to the Borrower shall have no liability for Borrowers and Agent the payment of such fee except that for each such assignment made as a result of a demand by the Borrower appropriate tax form pursuant to Section 2.172.14. 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 Borrower shall pay option to provide to the Paying 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 applicable processing Company and recordation feethe 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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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, 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 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 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 Commitments 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 $5,000,000 under each Facility or an integral multiple of $5,000,000 and 5% of the aggregate amount 1,000,000 in excess thereof (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender, in which case notice of such assignment made shall be provided to the 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 (B) so long as a result no Default or Event of a demand by Default shall have occurred and be continuing at the time of the effectiveness of such assignment, the 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; 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) Any 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) may 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 ten Business Days' notice to such Lender and in the case of clause (B) belowAgent, shall) will, assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, the 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 (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 uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement and in respect of one or more of the FacilitiesRevolving 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $20,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned1,000,000 in excess thereof, (iiiC) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (ivD) each such assignment made as a result of a demand by the 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, (vE) no Lender shall be obligated to make any such assignment (whether as a result of a demand by 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, Agreement and (viF) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; provided, however, 3,500 (which shall be paid by Persons other than the Borrower shall have no liability for the payment of such fee except that for each unless such assignment is made as a result of a demand by the Borrower 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 Section 2.17such Assignment and Acceptance, have the Borrower shall pay 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 Paying Agent 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 applicable processing effective date of such Assignment and recordation feeAcceptance, 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) Any Lender Each Bank may, and so long as no Default shall have occurred and be continuing, if demanded by Pulte (ifollowing a demand by such Bank pursuant to Section 2.11) may (upon at least five Business Days’ notice to such Bank and in the case of clause (B) belowAdministrative Agent, shall) will, 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, without limitation, including all or a portion of its Commitment or CommitmentsCommitment, its LOC Participating Interests and the 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, provided 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 one or more of the Facilitiessuch 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 assignment of all of a Lender’s rights and obligations under this AgreementBank, the aggregate amount of the 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 lesser entire amount of $5,000,000 and 5% such assignor’s Commitment, or (y) not a Bank or an Affiliate of any Bank, the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedassigned 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 unless it is an assignment of the entire amount of such assignor’s Commitment, (iii) each such assignment shall be to an Eligible Assignee and such assignment is consented to and approved by the Administrative Agent, the Issuing Bank and, so long as these then exists no Event of Default, Pulte (such approvals not to be unreasonably withheld or an Affiliate of a Lenderdelayed), (iv) each such assignment made as a result of a demand by the Borrower Pulte pursuant to Section 2.17 2.11 shall be arranged by the Borrower Pulte after consultation with the Paying Agent Administrative Agent, and shall be either an assignment of all of the rights and obligations of the assigning Lender 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 Lender Bank under this Agreement, (v) no Lender Bank shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Pulte pursuant to Section 2.17 or otherwise) 2.11 unless and until such Lender Bank shall have received one or more payments from either the Borrower Pulte or one or more other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to made by such LenderBank, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender Bank under this Agreement, (vi) as a result of such assignment, Pulte shall not be subject to additional amounts under Section 2.06 or 2.08 and (vivii) the parties to each such assignment shall execute and deliver to the Paying 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, 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) Any Each Lender (i) may (and in the case of clause (B) below, 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 and the other Loan Documents (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (Ai) except in the case of an assignment to a Person that immediately prior to such assignment was a Lender, an Eligible Assignee that is Affiliate of a Lender or an Affiliate Approved Fund of a any 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 and in respect of one or more the Facility (determined as of the Facilitiesdate 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 rights and obligations under this Agreement, the aggregate amount of the Commitments 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 1,000,000 (or such lesser amount as shall be approved by the Paying Agent andAdministrative Agent) under the Facility, so long as no Default shall have occurred and be continuing at (iii) except in the time case of effectiveness 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 Borrower) of the Commitment being assignedAdministrative Agent, (iiiiv) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 AgreementAssignee, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Loan Parties pursuant to this Section 2.17 or otherwise9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi) except in the case of any such assignment by a Lender to a Lender, or an Affiliate or Approved Fund of such Lender, no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lenders that syndication of the Commitments hereunder has been completed and (vivii) the parties to each such assignment shall execute and deliver to the Paying 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 $3,500; 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 Loan Parties pursuant to this Section 2.179.07(a), the Borrower Loan Parties shall pay to the Paying Administrative Agent the applicable processing and recordation fee. Notwithstanding anything contained to the contrary in this Section 9.07(a), a Lender may assign any or all of its rights under the Loan Documents to an Affiliate of such Lender or an Approved Fund of such Lender without delivering an Assignment and Acceptance to Administrative Agent (a “Related Party Assignment”); provided, that, (1) Borrower, Guarantors and Agents may continue to deal solely and directly with such assigning Lender until an Assignment and Acceptance has been delivered to the Administrative Agent for recordation on the Register, (2) the failure of such assigning Lender to deliver an Assignment and Acceptance to the Administrative Agent shall not affect the legality, validity, or binding effect of such assignment, and (3) an Assignment and Acceptance between the assigning Lender and an Affiliate of such Lender or an Approved Fund of such Lender shall be effective as of the date specified in such Assignment and Acceptance.

Assignments and Participations. (a) Any Each Lender (ian "Assignor") may (assign its Rights and in obligations as a Lender under the case of clause (B) belowLoan Papers to another Lender or its Bank Affiliate, shall) assign or to one or more Eligible Assignees transferees pursuant to an Assignment and Acceptance, so long as, if such Assignee is not another Lender or an a Bank Affiliate of the Assignor (i) each assignment shall be of a Lender that is constant, and not an Eligible Assignee a varying percentage of all or a portion of its rights Rights and obligations under this Agreement thereunder, (including, without limitation, all or a portion ii) each Assignor shall obtain in each case the prior written consent of its Commitment or Commitments, the Advances owing to it Administrative Agent and the Note or Notes held by it); providedBorrower, 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 such consent 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 not to such assignment (which consent shall not be unreasonably withheld or delayed) and (B) if , provided that, in the assignment event there exists an Event of Default that is demanded by the Borrower pursuant to Section 2.17continuing, no Default shall have occurred and be continuing at the time consent of such demand and such assignment and the Borrower shall have given at least five Business Days’ notice of such demand be required 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 and in respect of one or more of the Facilities, (ii) except in the case of make an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment Assignor shall be in each case pay a $3,500 processing fee to an Eligible Assignee or an Affiliate of a Lender, Administrative Agent and (iv) each no such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 shall be arranged by the Borrower after consultation with the Paying Agent and shall be either is for an assignment of amount less than $10,000,000 (unless such Lender is assigning all of the rights its remaining interest) and obligations in increments of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another $1,000,000 (and, if such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreementis a partial assignment, (v) no Lender shall hold less than $10,000,000 immediately after giving effect to any assignment unless it assigned all of its interest). Assignments and other transfers (except participations) with respect to each Lender's participation in a given Letter of Credit may only be obligated to make made with the prior written consent of the Administrative Agent. Within five Business Days after the Borrower receives notice of any such assignment (whether as a result of a demand by assignment, 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Paying 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 Acceptanceand/or the Working Line Commitment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500; provided, howeverafter the Conversion Date (if any), the Borrower 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 agreed that on and after the effective date of each assignment, the assignee shall be a party hereto and shall have no liability for the payment of such fee except that for each such assignment made as a result Rights and obligations of a demand by Lender under the Borrower pursuant to Section 2.17, the Borrower shall pay to the Paying Agent the applicable processing and recordation feeLoan Papers.

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, shall) assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, and the Committed Advances owing to it and the Committed Note or Notes held by it); provided, however, that (Ai) except in the case of an each such assignment (other than assignment to an Eligible Assignee that is a Lender or an Affiliate affiliate of a such Lender, each ) shall require the prior written consent of the Paying AgentBorrower, 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 which consent of such demand and such assignment and the Borrower shall have given at least five Business Days’ notice not be required if an Event of such demand to the applicable Lender and the Paying Agent; providedDefault exists, however, that (iii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under this Agreement (other than any right to make Uncommitted Advances, Uncommitted Advances owing to it and in respect of one or more of the FacilitiesUncommitted 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 assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments 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 $5,000,000 or an integral multiple of $5,000,000 and 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 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 1,000,000 in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreementexcess thereof, and (viiv) the parties to each such assignment shall execute and deliver to the Paying 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; provided. Upon such execution, howeverdelivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation fee.be a party hereto). CREDIT AGREEMENT

Assignments and Participations. (a) Any Lender Each 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 (i5) may (Business Days' notice to such Bank and in the case of clause (B) belowAdministrative Agent, shall) will, 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, without limitation, including all or a portion of its Commitment or CommitmentsCommitment, its LOC Participating Interests and the Advances LOC Disbursements 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, provided 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 one or more of the Facilitiessuch 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 assignment of all of a Lender’s rights and obligations under this AgreementBank, the aggregate amount of the Commitments 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 lesser entire amount of $5,000,000 and 5% such assignor's Commitment, or (y) not a Bank or an Affiliate of any Bank, the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assignedassigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000 unless it is an assignment of the entire amount of such assignor's Commitment, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate and such assignment is consented to and approved by the Administrative Agent, the Issuing Bank and, so long as there then exists no Event of a LenderDefault, the Company (such approvals not to be unreasonably withheld), (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to Section 2.17 2.11 shall be arranged by the Borrower Company after consultation with the Paying Agent Administrative Agent, and shall be either an assignment of all of the rights and obligations of the assigning Lender 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 Lender Bank under this Agreement, (v) no Lender Bank shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to Section 2.17 or otherwise) 2.11 unless and until such Lender Bank shall have received one or more payments from either the Borrower Company or one or more other Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to LOC Disbursements made by such LenderBank, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender Bank under this Agreement, (vi) as a result of such assignment, the Company shall not be subject to additional amounts under Section 2.06 or 2.08, and (vivii) the parties to each such assignment shall execute and deliver to the Paying 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; 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) Any Each Lender may (i) may with notice to 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 clause (B) belowthe Company, shall) 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 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, without limitation, all or a portion of its Commitment or Commitments, and the Advances owing to it and the Note or Notes held by it); provided, however, that (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 uniformconstant, and not a varying, percentage of all rights and obligations under and 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 assignment of all of a Lender’s rights and obligations under this Agreement, (B) prior to the aggregate effectiveness of the Term Loan Conversion Option, the amount of the Commitments 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 5% of the aggregate amount (or such lesser amount as shall be approved by the Paying Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness 2) all of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the 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 's rights and obligations and, if the preceding clause (1) is applicable, shall be an integral multiple 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$1,000,000, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (viC) the parties to each such assignment shall execute and deliver to the Paying 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; provided. Upon such execution, howeverdelivery, acceptance and recording, from and after the Borrower 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 no liability for been assigned to it pursuant to such Assignment and Acceptance, have the payment of such fee except that for each such assignment made as a result rights and obligations of a demand Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by the Borrower it pursuant to Section 2.17such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Borrower 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 pay cease to the Paying Agent the applicable processing and recordation feebe a party hereto).

Assignments and Participations. (a) Any Each Lender may and, so long as no Default shall have occurred and be continuing, if demanded by the Company (ifollowing a demand by such Lender pursuant to Section 2.11 or 2.14) may (upon at least 5 Business Days' notice to such Lender and in the case of clause (B) belowAgent, shall) will assign to one or more Eligible Assignees or an Affiliate of a Lender that is not an Eligible Assignee Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or CommitmentsCommitment, its Unissued Letter of Credit Commitment, the Advances owing to it it, its participations in Letters of Credit and the any 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 uniformconstant, and not a varying, percentage of all rights and obligations under and in respect this Agreement related to the Commitments or the Unissued Letter of one or more of the FacilitiesCredit 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 assignment of all of a Lender’s 's rights and obligations under this Agreement, the aggregate amount of (x) the Commitments 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 $5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and 5% (y) the Unissued Letter of Credit Commitment of the aggregate amount assigning Lender being assigned pursuant to each such assignment (or such lesser amount determined as shall be approved by of the Paying 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, the Borrower) shall in no event be less than $1,000,000 or an integral multiple of the Commitment being assigned$1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (iv) each such assignment made as a result of a demand by the Borrower Company pursuant to this Section 2.17 9.07(a) shall be arranged by the Borrower Company after consultation with the Paying Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment (whether as a result of a demand by the Borrower Company pursuant to this Section 2.17 or otherwise9.07(a) unless and until such Lender shall have received one or more payments from either the Borrower Company or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the 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; 3,500 payable by the parties to each such assignment, provided, however, that in the Borrower shall have no liability for the payment case of such fee except that for each such assignment made as a result of a demand by the Borrower 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 2.172.11 or 2.14, in which case such assignment shall be permitted only if the Borrower assignee shall pay waive in a manner satisfactory to the Paying Agent Company in form and substance its rights to make such a demand. Upon such execution, delivery, acceptance and recording, from and after the applicable processing effective date specified in each Assignment and recordation feeAcceptance, (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) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the 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 and 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, Lender (or an Affiliate 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 Commitments 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 $1,000,000, (ii) no such assignments shall be permitted without the lesser of $5,000,000 and 5% prior consent of the aggregate amount (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Event of Default or Default then exists, the Borrower (in either case, which consents shall have occurred 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 be continuing the assignor Lender Party was not, at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned, (iii) each such assignment shall be entitled to an Eligible Assignee or an Affiliate of a Lender, (iv) each such assignment made as a result of a demand by the Borrower receive any payment 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 2.10(a) or an assignment of a portion of such rights and obligations made concurrently with another such assignment (b) 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 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 Lender, together with Second Amended and Restated Alliance Credit Agreement accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement2.12, and (viiv) the parties to each such assignment shall execute and deliver to the Paying 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; provided3,500 (other than with respect to an assignment to one or more of a Lender's Affiliates, however, the Borrower shall have no liability for the payment of in which event such fee except that for each shall be $1,500, and other than with respect to an assignment by or to Bank of America, in which event such assignment made as a result of a demand by the Borrower pursuant to Section 2.17, the Borrower fee shall pay to the Paying Agent the applicable processing and recordation feenot apply).

Assignments and Participations. (a) Any Each Lender (i) may (and in the case of clause (B) below, 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, without limitation, all or a portion of its Commitment or Commitments, the Term 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 and in respect of one or more of the FacilitiesTerm 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 a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to 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 under the lesser Term Facility or an integral multiple of $5,000,000 and 5% of the aggregate amount 500,000 in excess thereof (or such lesser amount as shall be approved by the Paying Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower) of the Commitment being assigned), (iii) each such assignment shall be to an Eligible Assignee or an Affiliate of a LenderAssignee, (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 a Fund Affiliate of any Lender and so long as no Default shall have occurred and be continuing, each such assignment made as a result of a demand by the Borrower pursuant to Section 2.17 shall be arranged by the Borrower after consultation made with the Paying Agent and shall be either an assignment of all consent of the rights and obligations of the assigning Lender under this Agreement Borrower, which consent shall not be unreasonably withheld 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 Agreementdelayed, (v) no Lender such assignments shall be obligated to make any such assignment permitted (whether as a result of a demand by A) until the Borrower pursuant to Section 2.17 or otherwise) unless and until such Lender Administrative Agent shall have received one or more payments from either notified the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount Lenders that syndication of the Advances owing to such LenderCommitments hereunder has been completed, together with Second Amended without the consent of the Administrative Agent, and Restated Alliance Credit Agreement accrued interest thereon to (B) at any other time without the date consent of payment of such principal amount and all other amounts payable to such Lender under this Agreementthe Administrative Agent (which consent shall not be unreasonably withheld), and (vi) the parties to each such assignment shall execute and deliver to the Paying 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; 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 3,500 in connection with secondary assignments and recordation feeparticipations only.