Common use of Assignments by Banks Clause in Contracts

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or it, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bankeffect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) , shall not be less than $5,000,00010,000,000 or in integral multiples of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Agent, each Swing Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify and, so long as an Eligible Assignee) and/or an no Event of Default has occurred and is continuing, the Borrower Company (each such consent not to be unreasonably withheld); provided withheld or delayed, it being understood that the Borrower shall be deemed to have consented to any Company’s consent is not unreasonably withheld if such assignment unless it shall object thereto by written notice to would result in a reduction of or a withdrawal of the Administrative Agent within five (5) Business Days after having received notice thereof; andthen current ratings of commercial paper notes of the Company); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund with respect to a Bank and (B) in the case of contemporaneous assignments by a Bank to one or more Funds managed by the same investment advisor (which Funds are not then Banks hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments; (v) the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent such information regarding its Domestic Lending Office and LIBOR Lending Offices as the Administrative Agent may request; (vi) no assignee of a Bank shall be entitled to the benefits of Sections 4.6, 4.9 or 4.11 in relation to circumstances applicable to such assignee immediately following the assignment to it which at such time (if a payment were then due to the assignee on its behalf from the Borrowers) would give rise to any greater financial burden on the Borrowers under Section 4.6, 4.9 or 4.11 than those which it would have been under the absence of such assignment; and (vii) in connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Questionnaire Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent or any relevant tax formsBank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Swing Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Credit Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this SectionSection 18.1, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 4.6, 4.9, 4.11, 15 and 9.4 hereof 16 and bound by the provisions of Section 20 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorSection 18.1(d).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or it, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bankeffect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) , shall not be less than $5,000,00010,000,000 or in integral multiples of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify and, so long as an Eligible Assignee) and/or an no Event of Default has occurred and is continuing, the Borrower (each such consent not to be unreasonably withheld); provided withheld or delayed, it being understood that the Borrower shall be deemed to have consented to any Borrower’s consent is not unreasonably withheld if such assignment unless it shall object thereto by written notice to would result in a reduction of or a withdrawal of the Administrative Agent within five (5) Business Days after having received notice thereof; andthen current ratings of commercial paper notes of the Borrower); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund with respect to a Bank and (B) in the case of contemporaneous assignments by a Bank to one or more Funds managed by the same investment advisor (which Funds are not then Banks hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments; (v) the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an such information regarding its Domestic Lending Office and LIBOR Lending Offices as the Administrative Questionnaire and Agent may request; and (vi) no assignee of a Bank shall be entitled to the benefits of Sections 4.6, 4.9 or 4.11 in relation to circumstances applicable to such assignee immediately following the assignment to it which at such time (if a payment were then due to the assignee on its behalf from the Borrower) would give rise to any relevant tax formsgreater financial burden on the Borrower under Section 4.6, 4.9 or 4.11 than those which it would have been under the absence of such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this SectionSection 18.1, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 4.6, 4.9, 4.11, 15 and 9.4 hereof 16 and bound by the provisions of Section 20 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorSection 18.1(d).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and the Issuing Agents and (ii) unless the Person that is the proposed assignee is itself a Bank with a Commitment or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) ), the Issuing Agents and the Swing Line Bank and (ii) unless the Person that is the proposed assignee is itself a Bank with a Commitment or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Each Bank may at any time may, in accordance with applicable law, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans at the time Advances owing to it and the Notes held by it); provided provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement (including the Letter of Credit Liabilities held by the assigning Bank pursuant to Section 2.18), (ii) except in the case of an assignment of all of a Bank’s rights and obligations under this Agreement, the entire remaining amount sum of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan Commitment of the assigning Bank subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not in no event be less than $5,000,000, unless each 10,000,000 (and in increments of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed$1,000,000 in excess thereof); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned;, (iii) any each such assignment under this Section 11.10(b) must shall be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and, (iv) the consent of each Issuing Bank shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), which consent shall not, in the case of an assignment pursuant to Section 2.16(b), be unreasonably withheld, delayed or conditioned, (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for recording by the Administrative Agent in the Register, an Assignment and AssumptionAcceptance, together with any Notes then held by such assigning Bank and any Notes then held by such assignee and, except in the case of an assignment from a Bank to its Affiliate, a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver 3,500 payable to the Administrative Agent an Administrative Questionnaire and Agent, and (vi) no such assignment will be made to any relevant tax formsDefaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (vi). Subject to Upon such execution, delivery, acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Sectionrecording, from and after the effective date specified in each Assignment and AssumptionAcceptance, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Agreementhereunder, and (y) the assigning Bank assignor thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but hereto except that the rights under Sections 2.06, 2.10, 2.13 and 9.04 of such Bank shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto), and (z) unless the Parent in its sole discretion otherwise consents, no such assignee shall be entitled to receive any greater payment pursuant to Sections 2.06, 2.10 and 2.13 than the benefits of Sections 9.3 and 9.4 hereof assigning Bank would have been entitled to receive with respect to facts and the rights assigned to such assignee, except as a result of circumstances occurring prior to arising after the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (de) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment (x) of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment (y) to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each neither such consent not to be unreasonably withheld or delayed); (ii) each such assignment (other than assignments by a Bank to another Bank or an Affiliate of or an Approved Fund with respect to a Bank) shall be subject to the consent of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (neither such consent to be unreasonably withheld or delayed); (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; (iiiiv) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of with a Bank Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (ivv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Subject to the conditions set forth in clause (c) below, any Bank may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and Commitments, its obligations under this Agreement (including all or a portion each Letter of Credit and the Loans at the time Advances owing to itit to any Eligible Bank (but not to any other Person); provided that, subject to the following requirements: (i) except each of the Company and the Administrative Agent (and, in the case of an assignment of all or a portion of a Revolving Credit Commitment or any Bank's obligations in respect of its LC Exposure with respect to a Fronted Letter of Credit, the entire remaining amount Issuing Bank) and, if Multi-Bank Letters of the assigning Bank’s Loans Credit are outstanding at the time owing of the assignment, the Beneficiary of each Multi-Bank Letter of Credit shall have consented thereto in writing, such consent not to it be unreasonably withheld, provided that no such consent of the Company or in the case of such Beneficiary shall be required for an assignment to a Bank or an Affiliate of a Bank or (so long as such Affiliate is also an Approved Fund with respect to a Eligible Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent ) or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); any other assignee, provided further that the Borrower shall be deemed to have consented to any no such assignment unless it shall object thereto by written notice to consent of the Administrative Agent within five shall be required for an assignment of any Commitment to an assignee that is a Bank with a Commitment immediately prior to giving effect to such assignment, or to an Affiliate of such Bank (5so long as such Affiliate is also an Eligible Bank); (ii) Business Days after having received notice such assignment shall be of the same percentage of the assigning Bank's rights and obligations under this Agreement and its liability under or in respect of each Letter of Credit; (iii) except in the case of an assignment by a Bank to one of its Affiliates or to another Bank, the amount of the Commitments of the assigning Bank being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event (unless the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing) be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in a register for the recordation of the names and addresses of each of the Banks, an Assignment and AssumptionAssumption covering such assignment; (v) if any Multi-Bank Letter of Credit is outstanding on the date of such assignment, together either (i) the parties to such Multi-Bank Letter of Credit (including the relevant assignee) will authorize the Administrative Agent to issue a Replacement Letter of Credit for such Multi-Bank Letter of Credit reflecting such assignment (subject to the Beneficiary of such Multi-Bank Letter of Credit delivering the current Letter of Credit in exchange therefor) or (ii) an appropriate participation agreement or other arrangement satisfactory to the Banks will be entered into, as a condition to such assignment, with the relevant assignee in order to cause the rights and obligations, including the LC Exposures, of all Banks, including such assignee, with respect to such Multi-Bank Letter of Credit to be on a pro rata basis immediately after giving effect to the assignment; and (vi) the parties to each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent a processing and recordation fee of $3,500. Upon such execution, and the Eligible Assigneedelivery, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Sectionrecording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iviii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Subject to the conditions set forth in clause (c) below, any Bank may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and Commitment, its obligations under this Agreement (including all or a portion each Letter of Credit and the Loans at the time Advances owing to itit to any Eligible Bank (but not to any other Person); provided that, subject to the following requirements: (i) except each of the Company and the Administrative Agent (and, in the case of an assignment of the entire remaining amount all or a portion of a Commitment or any Bank's obligations in respect of its LC Exposure with respect to a Letter of Credit, each Issuing Bank) shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed, provided that no such consent of the assigning Bank’s Loans at the time owing to it or in the case of Company shall be required for an assignment to a Bank or an Affiliate of a Bank (so long as such Affiliate is also an Eligible Bank) or, if an Event of Default under Sections 8.01(a), 8.01(c) (but only as a result of a breach of Section 7.02(d), 8.01(e) or 8.01(f) has occurred and is continuing, any other assignee that is an Approved Fund Eligible Bank, provided further that no such consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Bank with a Commitment immediately prior to giving effect to such assignment, or to an Affiliate of such Bank (so long as such Affiliate is also an Eligible Bank); (ii) such assignment shall be of the same percentage of the assigning Bank's rights and obligations under this Agreement(other than in respect of its Fronting Commitment, if any) and its liability under or in respect of each Letter of Credit; (iii) except in the case of an assignment by a Bank to a one of its Affiliates or to another Bank, the principal outstanding balance amount of the Loan Commitments of the assigning Bank subject to each such assignment being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment is delivered to assignment) shall in no event (unless the Company and the Administrative Agent orotherwise consent, if “Trade Date” is specified in the Assignment and Assumption, as provided that no such consent of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment Company shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or required if an Event of Default has occurred and is continuing, the Borrower (not to ) be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500Assumption covering such assignment, and the Eligible Assigneeassignee, if it shall is not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject Questionnaire; and (v) the parties to acceptance and recording thereof by each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent pursuant to paragraph (c) a processing and recordation fee of this Section$3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any (a) Each Bank may at any time assign to one or more banks or other entities that are Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Loans at the time owing to it), and the Note or Notes held by it) by the execution and delivery to the Agent of an Assignment and Acceptance; provided provided, however that : (i) except in the case each such assignment shall be of an assignment a constant, and not a varying, percentage of the entire remaining amount all of the assigning Bank’s Loans at 's rights and obligations under this Agreement; (ii) the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance amount of the Loan Commitment of the assigning Bank subject being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance 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 Dateassignment) shall not in no event be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred 5,0000,000 and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment integral multiple of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; $500,000; (iii) any assignment under this such assignee shall have complied with the provisions of Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) 10.16 hereof, if applicable; and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment Bank assignor or assignee shall execute and deliver have paid to the Administrative Agent an Assignment and Assumptiona $3,500 assignment administration fee. Upon such execution, together with a processing and recordation fee of $3,500delivery, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Sectionrecording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least three (3) Business Days after the Eligible execution thereof: (x) the Assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest that rights and obligations hereunder have been assigned by to it pursuant to such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Agreementhereunder, and (y) the assigning Bank assignor thereunder shall, to the extent of the interest that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AssumptionAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all or the remaining portion of the an assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (b) but shall continue By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the Assignee thereunder confirm to be entitled to and agree with each other and the benefits of Sections 9.3 other parties hereto as follows: (i) other than as provided in such Assignment and 9.4 hereof Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to facts any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representation or warranty and circumstances occurring prior assumes no responsibility with respect to the effective date financial condition of such assignment. Any assignment any of the Borrowers or transfer the performance or observance by a Bank any of rights or the Borrowers of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such Assignee confirms that does it has received a copy of this Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not comply taking action under this Agreement; (v) such Assignee confirms that it is an Eligible Assignee; (vi) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with this paragraph shall be treated for purposes such powers as are reasonably incidental thereto; and (vii) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a sale Bank. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an Assignee, together with any Note subject to such Bank assignment and the written consent of a participation in the Borrowers and the Agent to such rights Assignment, the Agent shall: (i) accept such Assignment and obligations in accordance with paragraph Acceptance, and (dii) give prompt notice thereof to each of this Sectionthe Borrowers. The Borrower Within five Business Days after its receipt of such notice, each of the Borrowers, at its own expense, shall execute and deliver to the assignee Agent in exchange for the surrendered Note a new Note upon written request from such assignee. The assignor shall promptly return to the Borrower order of such Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance plus, if the Assignee is already a Bank under this Agreement, the amount of its Note if after Commitment before giving effect to the assignment, and, if the assigning Bank has retained a Commitment hereunder, a new Note to the order of the assigning Bank in an amount equal to the Commitment retained by it hereunder. Such new Note(s) shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A. (d) Any Bank may, in connection with any assignment no Obligations are owing or proposed assignment pursuant to this Section 10.15, disclose to the Assignee or proposed assignee, any information relating to any of the Borrowers furnished to such assignorBank by or on behalf of the Borrowers; provided that (i) prior to any such disclosure, the Assignee or proposed assignee shall agree to preserve the confidentiality of any confidential information relating to any of the Borrowers received by it from such Bank, and (ii) such disclosure shall not create or imply any relationship between the Assignee and any Bank hereunder, nor does any Bank providing such information make any representation or warranty or assume any responsibility with respect to such information.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans Commitment and the Loan at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes the Loan outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Company otherwise consents (each such 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 and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500in the amount, if any, required as set forth in Schedule 10.06, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 3.01, 3.03, 3.04, and 9.4 hereof 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) the Issuing Agent unless the Person that is the proposed assignee is itself a Bank or an Affiliate of with a Bank Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Subject to the conditions set forth in clause (c) below, any Bank may at any time assign to one or more Eligible Assignees Banks (but not to any other Person) all or a portion of its rights and Commitment, its obligations under this Agreement (including all or a portion each Letter of Credit and the Loans at the time Advances owing to it); provided that, subject to the following requirements: (i) except each of the Company and the Administrative Agent (and, in the case of an assignment of the entire remaining amount all or a portion of a Commitment or any Bank's obligations in respect of its LC Exposure with respect to a Letter of Credit, each Issuing Bank) shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed, provided that no such consent of the assigning Bank’s Loans at the time owing to it or in the case of Company shall be required for an assignment to a Bank or an Affiliate of a Bank (so long as such Affiliate is also an Eligible Bank) or, if an Event of Default under Sections 8.01(a), 8.01(c) (but only as a result of a breach of Section 7.02(d), 8.01(e) or 8.01(f) has occurred and is continuing, any other assignee that is an Approved Fund Eligible Bank, provided further that no such consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Bank with a Commitment immediately prior to giving effect to such assignment, or to an Affiliate of such Bank (so long as such Affiliate is also an Eligible Bank); (ii) such assignment shall be of the same percentage of the assigning Bank's rights and obligations under this Agreement (other than in respect of its Fronting Commitment, if any) and its liability under or in respect of each Letter of Credit; (iii) except in the case of an assignment by a Bank to a one of its Affiliates or to another Bank, the principal outstanding balance amount of the Loan Commitments of the assigning Bank subject to each such assignment being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment is delivered to assignment) shall in no event (unless the Company and the Administrative Agent orotherwise consent, if “Trade Date” is specified in the Assignment and Assumption, as provided that no such consent of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment Company shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or required if an Event of Default has occurred and is continuing, the Borrower (not to ) be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500Assumption covering such assignment, and the Eligible Assigneeassignee, if it shall is not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject Questionnaire; and (v) the parties to acceptance and recording thereof by each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent pursuant to paragraph (c) a processing and recordation fee of this Section$3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or it, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bankeffect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) , shall not be less than $5,000,00010,000,000 or in integral multiples of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify and, so long as an Eligible Assignee) and/or an no Event of Default has occurred and is continuing, the Borrower (each such consent not to be unreasonably withheld); provided withheld or delayed, it being understood that the Borrower shall be deemed to have consented to any Borrower’s consent is not unreasonably withheld if such assignment unless it shall object thereto by written notice to would result in a reduction of or a withdrawal of the Administrative Agent within five (5) Business Days after having received notice thereof; andthen current ratings of commercial paper notes of the Borrower); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund with respect to a Bank and (B) in the case of contemporaneous assignments by a Bank to one or more Funds managed by the same investment advisor (which Funds are not then Banks hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments; (v) the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an such information regarding its Domestic Lending Office and LIBOR Lending Offices as the Administrative Questionnaire and Agent may request; and (vi) no assignee of a Bank shall be entitled to the benefits of Sections 4.6, 4.9 or 4.11 in relation to circumstances applicable to such assignee immediately following the assignment to it which at such time (if a payment were then due to the assignee on its behalf from the Borrower ) would give rise to any relevant tax formsgreater financial burden on the Borrower under Section 4.6, 4.9 or 4.11 than those which it would have been under the absence of such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this SectionSection 17.1, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 4.6, 4.9, 4.11, 14 and 9.4 hereof 15 and bound by the provisions of Section 19 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorSection 17.1(d).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned and in addition, if the assigning Bank is a party to the Related Credit Agreement, a proportionate assignment of the assigning Bank’s rights and obligations under the Related Credit Agreement must also be assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of with a Bank Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Subject to the conditions set forth in clause (c) below, any Bank may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights Commitment and obligations under this Agreement (including all or a portion of the Loans at the time Term Loan owing to it); provided that, subject to the following requirements: (i) except prior to the funding of the Term Loans on the Closing Date, such assignee is an Eligible Bank and the Company shall have consented thereto in writing, provided that no such consent of the case of Company shall be required for an assignment to a Bank or an Affiliate of a Bank or, if an Event of Default under Sections 8.01(a), 8.01(c) (but only as a result of a breach of Section 7.02(d)), 8.01(e) or 8.01(f) has occurred and is continuing; (ii) after the funding of the entire remaining amount Term Loans on the Closing Date, (x) such assignee is a Person other than (A) a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, (B) a Defaulting Lender or (C) any Loan Party or any Affiliate of a Loan Party and (y) the Company shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed, provided that no such consent of the assigning Bank’s Loans at the time owing to it or in the case of Company shall be required for an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no an Event of Default under Sections 8.01(a), 8.01(c) (but only as a result of a breach of Section 7.02(d)), 8.01(e) or 8.01(f) has occurred and is continuing, the Borrowerany other assignee, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided further that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice in writing to the Administrative Agent within five ten (510) Business Days after having received notice thereof; (iii) the Administrative Agent shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed; andprovided that no such consent of the Administrative Agent shall be required for an assignment to an assignee that is a Bank immediately prior to giving effect to such assignment, or to an Affiliate of such Bank or an Approved Fund; (iv) such assignment shall be of the same percentage of the assigning Bank’s rights and obligations under this Agreement; (v) except in the case of an assignment by a Bank to one of its Affiliates or to an Approved Fund or to another Bank, the amount of the Commitments of the assigning Bank being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event (unless the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing) be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500Assumption covering such assignment, and the Eligible Assigneeassignee, if it shall is not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject Questionnaire; and (vii) the parties to acceptance and recording thereof by each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent pursuant to paragraph (c) a processing and recordation fee of this Section$3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or it, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bankeffect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) , shall not be less than $5,000,00010,000,000 or in integral multiples of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify and, so long as an Eligible Assignee) and/or an no Event of Default has occurred and is continuing, the Borrower Company (each such consent not to be unreasonably withheld); provided withheld or delayed, it being understood that the Borrower shall be deemed to have consented to any Company’s consent is not unreasonably withheld if such assignment unless it shall object thereto by written notice to would result in a reduction of or a withdrawal of the Administrative Agent within five (5) Business Days after having received notice thereof; andthen current ratings of commercial paper notes of the Company); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund with respect to a Bank and (B) in the case of contemporaneous assignments by a Bank to one or more Funds managed by the same investment advisor (which Funds are not then Banks hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments; (v) the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent such information regarding its Domestic Lending Office and LIBOR Lending Offices as the Administrative Agent may request; (vi) no assignee of a Bank shall be entitled to the benefits of Sections 4.6, 4.9 or 4.11 in relation to circumstances applicable to such assignee immediately following the assignment to it which at such time (if a payment were then due to the assignee on its behalf from the Borrowers) would give rise to any greater financial burden on the Borrowers under Section 4.6, 4.9 or 4.11 than those which it would have been under the absence of such assignment; and (vii) in connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Questionnaire Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent or any relevant tax formsBank hereunder (and interest accrued thereon) and (y) Americas 91904575 (2K) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this Section 18.1(b)(vii), then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Credit Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this SectionSection 18.1(c), from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 4.6, 4.9, 4.11, 15 and 9.4 hereof 16 and bound by the provisions of Section 20 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this paragraph Section 18.1(b) shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorSection 18.1(d).

Assignments by Banks. Any (a) If at least 180 days before the Expiration Date, the Agent shall have requested the consent of each of the other Banks to the extension of the PPA Letter of Credit, and if the Agent shall not, within twenty-five (25) days of issuing such request, have received the written consent of any Bank may to the extension proposed by the Agent, the Agent shall have the right to require such Bank to transfer all of its proportionate share of the PPA LOC Loans in accordance with Section 2.19(b). Prior to the Notice Date, each Bank shall give the Agent written notice of such Bank's election to extend or not to extend the original or extended Expiration Date of the PPA Letter of Credit for an additional one or more years as specified by the Agent. (b) In the event that (i) a Bank is required to comply with this Section 2.19 after a request from the Company pursuant to Sections 2.17 or 2.18, (ii) the Company or the Issuing Bank requests that the provisions of this Section 2.19 apply to a Bank within 10 days after the Company receives a notice from the Agent that (a) such Bank has failed to make available to the Agent its portion of any PPA LOC Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment, (b) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any PPA LOC Loan required to be made available to the Agent pursuant to this Agreement or (c) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, or (iii) the Issuing Bank requests that the provisions of this Section 2.19 apply to a Bank in the event the long-term debt rating of such Bank shall at any time be less than a rating of "A" or the equivalent by S&P or by ▇▇▇▇▇'▇, then such Bank shall assign to one or more Eligible Assignees all or a portion part of its rights proportionate share of the PPA LOC Loans and obligations under this Agreement its Commitment to a replacement bank (including which may be, but is not required to be, a Bank, and shall be subject to the prior written consent of the Issuing Bank) (a "REPLACEMENT BANK") designated by the Company; PROVIDED, that any assignment or transfer made by a Bank to a Replacement Bank shall substantially be in the form of Exhibit C hereto, and any assignment of all or a portion part of the PPA LOC Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund other obligations with respect to a Bankthe PPA Letter of Credit shall be made without recourse, representation or warranty. The Company shall promptly pay when due all reasonable fees and expenses which such Bank incurs in connection with such transfer or assignment and the principal outstanding balance of Company shall cause the Loan Replacement Bank to pay to the Agent for the account of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld immediately available funds all amounts outstanding or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations payable under this Agreement to each Bank assigning its interest in the PPA LOC Loans or other obligations with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate PPA Letter of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorCredit.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) the Issuing Agent unless the Person that is the proposed assignee is itself a Bank or an Affiliate of with a Bank Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Subject to the conditions set forth in clause (c) below, any Bank may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and Commitments, its obligations under this Agreement (including all or a portion each Letter of Credit and the Loans at the time Advances owing to itit to any Eligible Bank (but not to any other Person); provided that, subject to the following requirements: (i) except each of the Company and the Administrative Agent (and, in the case of an assignment of the entire remaining amount all or a portion of the assigning a Revolving Credit Commitment or any Bank’s Loans obligations in respect of its LC Exposure with respect to a Fronted Letter of Credit, the Issuing Bank) and, if Multi-Bank Letters of Credit are outstanding at the time owing of the assignment, the Beneficiary of each Multi-Bank Letter of Credit shall have consented thereto in writing, such consent not to it be unreasonably withheld, provided that no such consent of the Company or in the case of such Beneficiary shall be required for an assignment to a Bank or an Affiliate of a Bank or (so long as such Affiliate is also an Approved Fund with respect to a Eligible Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent ) or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no an Event of Default has occurred and is continuing, the Borrowerany other assignee, otherwise consents (each provided further that no such consent not of the Administrative Agent shall be required for an assignment of any Commitment to be unreasonably withheld an assignee that is a Bank with a Commitment immediately prior to giving effect to such assignment, or delayedto an Affiliate of such Bank (so long as such Affiliate is also an Eligible Bank); (ii) each partial such assignment shall be made as an assignment of a proportionate part the same percentage of all the assigning Bank’s rights and obligations under this Agreement with and its liability under or in respect to the Loan assignedof each Letter of Credit; (iii) any except in the case of an assignment under this Section 11.10(bby a Bank to one of its Affiliates or to another Bank, the amount of the Commitments of the assigning Bank being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment) must be approved by shall in no event (i) unless the Company and the Administrative Agent (not to otherwise consent, provided that no such consent of the Company shall be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or required if an Event of Default has occurred and is continuing, the Borrower (not to ) be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in a register for the recordation of the names and addresses of each of the Banks, an Assignment and Assumption, together with a processing and recordation fee of $3,500Assumption covering such assignment, and the Eligible Assigneeassignee, if it shall is not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and Questionnaire; (v) if any Multi-Bank Letter of Credit is outstanding on the date of such assignment, either (i) the parties to such Multi-Bank Letter of Credit (including the relevant tax forms. Subject to acceptance and recording thereof by assignee) will authorize the Administrative Agent pursuant to paragraph issue a Replacement Letter of Credit for such Multi-Bank Letter of Credit reflecting such assignment (csubject to the Beneficiary of such Multi-Bank Letter of Credit delivering the current Letter of Credit in exchange therefor) or (ii) an appropriate participation agreement or other arrangement satisfactory to the Banks will be entered into, as a condition to such assignment, with the relevant assignee in order to cause the rights and obligations, including the LC Exposures, of this Sectionall Banks, including such assignee, with respect to such Multi-Bank Letter of Credit to be on a pro rata basis immediately after giving effect to the assignment; and (vi) the parties to each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any Subject to the conditions set forth in clause ‎(c) below, any Bank may at any time assign to one or more Eligible Assignees Banks (but not to any other Person) all or a portion of its rights Commitment and obligations under this Agreement (including all or a portion of the Loans at the time Term Loan owing to it); provided that, subject to the following requirements: (i) except [Reserved]; (ii) the Company shall have consented thereto in the case of an assignment writing, such consent not to be unreasonably withheld or delayed, provided that no such consent of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of Company shall be required for an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no an Event of Default under Sections ‎8.01(a), ‎8.01(c) (but only as a result of a breach of Section ‎7.02(d) or ‎8.01(e) has occurred and is continuing, the Borrowerany other assignee, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided further that the Borrower Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice in writing to the Administrative Agent within five (5) Business Days after having received notice thereof; (iii) the Administrative Agent shall have consented thereto in writing, such consent not to be unreasonably withheld or delayed; andprovided that no such consent of the Administrative Agent shall be required for an assignment to an assignee that is a Bank immediately prior to giving effect to such assignment, or to an Affiliate of such Bank or an Approved Fund; (iv) such assignment shall be of the same percentage of the assigning Bank’s rights and obligations under this Agreement; (v) except in the case of an assignment by a Bank to one of its Affiliates or to an Approved Fund or to another Bank, the amount of the Commitments of the assigning Bank being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event (unless the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing) be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500Assumption covering such assignment, and the Eligible Assigneeassignee, if it shall is not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject Questionnaire; and (vii) the parties to acceptance and recording thereof by each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent pursuant to paragraph (c) a processing and recordation fee of this Section$3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned and in addition, a proportionate assignment of the assigning Bank’s rights and obligations under the Related Agreement must also be assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of with a Bank Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided provided, that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent Administrator or, if “Trade Date” is specified in the Assignment and Assumption, as of the NYDOCS/1204419.6 Trade Date) , shall not be less than $5,000,000, 5,000,000 unless each of the Administrative Agent Administrator and, so long as no Event of Default has occurred and is continuing, the Borrower, Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans or Bid Loans; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Co-Administrative Agent (not to be unreasonably withheld) Agents, the Issuer and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Swing Line Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent Administrator an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5002,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent Administrator an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent Administrator pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 1.17 and 9.4 hereof Section 8.5(c) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Subject to the conditions set forth in clause (c) below, any Bank may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and Commitment, its obligations under this Agreement (including all or a portion each Letter of Credit and the Loans at the time Advances owing to itit to any Eligible Bank (but not to any other Person); provided that, subject to the following requirements: (i) except each of the Company and the Administrative Agent (and, in the case of an assignment of the entire remaining amount all or a portion of a Commitment or any Bank’s obligations in respect of its LC Exposure with respect to a Fronted Letter of Credit, each Issuing Bank) shall have consented thereto in writing, such consent not to be unreasonably withheld, provided that no such consent of the assigning Bank’s Loans at the time owing to it or in the case of Company shall be required for an assignment to a Bank or an Affiliate of a Bank or (so long as such Affiliate is also an Approved Fund with respect to a Eligible Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent ) or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); any other assignee that is an Eligible Bank, provided further that the Borrower shall be deemed to have consented to any no such assignment unless it shall object thereto by written notice to consent of the Administrative Agent within five shall be required for an assignment of any Commitment to an assignee that is a Bank with a Commitment immediately prior to giving effect to such assignment, or to an Affiliate of such Bank (5so long as such Affiliate is also an Eligible Bank); (ii) Business Days after having received notice such assignment shall be of the same percentage of the assigning Bank’s rights and obligations under this Agreement(other than in respect of its Fronting Commitment, if any) and its liability under or in respect of each Letter of Credit; (iii) except in the case of an assignment by a Bank to one of its Affiliates or to another Bank, the amount of the Commitments of the assigning Bank being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event (unless the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing) be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500Assumption covering such assignment, and the Eligible Assigneeassignee, if it shall is not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and Questionnaire; (v) if any Multi-Bank Letter of Credit is outstanding on the date of such assignment, either (i) the parties to such Multi-Bank Letter of Credit (including the relevant tax forms. Subject to acceptance and recording thereof by assignee) will authorize the Administrative Agent pursuant to paragraph issue a Replacement Letter of Credit for such Multi-Bank Letter of Credit reflecting such assignment (csubject to the Beneficiary of such Multi-Bank Letter of Credit delivering the current Letter of Credit in exchange therefor) or (ii) an appropriate participation agreement or other arrangement satisfactory to the Banks will be entered into, as a condition to such assignment, with the relevant assignee in order to cause the rights and obligations, including the LC Exposures, of this Sectionall Banks, including such assignee, with respect to such Multi-Bank Letter of Credit to be on a pro rata basis immediately after giving effect to the assignment; and (vi) the parties to each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any (i) Subject to the conditions set forth in paragraph (a)(ii) below, any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans applicable amount of the Loan at the any time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Borrower, provided that (x) if an Event of Default has occurred and is continuing or (y) in respect of any assignment to an Affiliate of a Bank or an Approved Fund relating to a Bank, in each case to the extent such Bank is already party to this Agreement, no consent of the Borrower shall be required, except that the Borrower shall have the right to object to and prohibit any proposed assignment that would cause the Borrower to violate Applicable Law, provided further that any required consent of the Borrower pursuant to this subparagraph (A) shall not be unreasonably withheld or delayed; and (B) the Administrative Agent; provided thatthat no consent of the Administrative Agent shall be required for an assignment to a Bank, the Guarantor, an Affiliate of a Bank or the Guarantor, or an Approved Fund. (iii) So long as no Event of Default has occurred and is continuing, the Bank shall give written notice of such proposed assignment pursuant to the above paragraph (a)(i) to the Borrower and Guarantor no less than five Business Days in advance of such assignment, and the Guarantor, the Servicers, any investment vehicle managed by the Servicers and their respective Affiliates shall, for a period of five Business Days from the date that such notice was received by the Borrower and Guarantor, have a right to elect, by giving notice in writing to such Bank of such election, to purchase the rights and obligations so being assigned for the same or substantially equivalent economic consideration and otherwise on substantially the same terms on which such Bank proposed to make such assignment, which such purchase shall be consummated within five Business Days after notice to such Bank that the Guarantor or such other Person as is permitted hereunder has elected to exercise such right; provided that any Bank that is the Guarantor, a Servicer, or an Affiliate of the Guarantor or any Servicer shall be excluded for purposes of making a determination requiring a vote of the Banks pursuant to the Facility Agreement and the other Financing Documents; and (iii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Bank, the Guarantor, an Affiliate of a Bank or the Guarantor, or an Approved Fund or an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank's Loan, the principal outstanding balance amount of the Loan of the assigning Bank Bank, subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000, 1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred Borrower and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to otherwise consent, provided that no such consent of the Borrower shall be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or required if an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and; (ivB) the parties to each assignment shall execute and deliver to the Security Trustee (with a copy to the Administrative Agent Agent) an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,5003,500 to the Security Trustee, and payable by the Eligible Assigneeassignor or the assignee; (C) the assignee, if it shall not be a Bank, shall deliver to the Security Trustee and the Administrative Agent an Administrative Questionnaire Questionnaire; and (D) each assignment shall be subject to the assignee's making the representations in Section 2.13 hereof as of the date of such assignment and any relevant tax forms. shall comply with the requirements of such Section 2.13. (iv) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (ca)(v) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this AgreementAgreement (provided no Borrower Group Company shall be obliged to make any payment to such assignee under Sections 2.10 and 2.11 of this Agreement and 2.05 of the Facility Agreement in an amount greater than it would have had to make had such assignment not taken place based on applicable laws, rules or regulations existing at the time of such assignment), and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 2.10 and 9.4 hereof with respect to facts 2.11 of this Agreement, 2.05 of the Facility Agreement and circumstances occurring prior to 10.03 of the effective date of such assignmentFacility Agreement). Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph Section shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (dc) of this Section 3.02. (v) The Security Trustee, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and register for recordation of the names and addresses of the Banks, and principal amount of the Loan owing to, each Bank pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Security Trustee and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice. (vi) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Bank and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Bank hereunder), the processing and recordation fee referred to in paragraph (a) of this Section and any written consent to such assignment required by paragraph (a) of this Section, the Security Trustee shall accept such Assignment and Acceptance and record the information contained therein in the Register. The No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and a copy thereof furnished to the Security Trustee (together with the related Administrative Questionnaire). (vii) If any Promissory Note shall become mutilated, destroyed, lost or stolen, the Borrower shall, upon the written request of the holder of such Promissory Note and upon delivery of a bond or indemnity in favor of the Security Trustee and the Borrower and in such form and amount as shall execute be reasonably satisfactory to the Security Trustee and the Borrower, or in the event of such mutilation upon surrender and cancellation of such Promissory Note (in the event that the mutilated note is not recognizable as a Promissory Note, then an indemnity shall be required rather than a bond), make and deliver such new Promissory Note, of like tenor of the same outstanding aggregate principal amount and terms, in lieu of such lost, stolen, destroyed or mutilated Promissory Note. If the Promissory Note being replaced has become mutilated, such Promissory Note shall be surrendered to the assignee Security Trustee and a Note upon written request from such assignee. The assignor photocopy thereof shall promptly return be furnished to the Borrower its Borrower. In connection with the issuance of any new Promissory Note if after giving effect under this Section 3.02(a)(vii), the Security Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Security Trustee) connected therewith. (viii) The Security Trustee is not required to demand presentment or surrender of any Promissory Note prior to receipt of final payment on such assignment no Obligations are owing Promissory Note. On demand from the Security Trustee, and final payment of any Promissory Note, the holder of such Promissory Note shall surrender such Promissory Note to the Security Trustee for cancellation. All such assignorsurrendered and cancelled Promissory Notes held by the Security Trustee shall be destroyed.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or it, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bankeffect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) , shall not be less than $5,000,00010,000,000 or in integral multiples of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment under this Section 11.10(b) must be approved by the Administrative Agent, each Swing Bank and, so long as no Event of Default under Section 11.1(a), (b), (g), (h) or (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower Company (each such consent not to be unreasonably withheld); provided withheld or delayed, it being understood that the Borrower shall be deemed to have consented to any Company’s consent is not unreasonably withheld if such assignment unless it shall object thereto by written notice to would result in a reduction of or a withdrawal of the Administrative Agent within five (5) Business Days after having received notice thereof; andthen current ratings of commercial paper notes of the Company); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund with respect to a Bank and (B) in the case of contemporaneous assignments by a Bank to one or more Funds managed by the same investment advisor (which Funds are not then Banks hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments; (v) the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent such information regarding its Domestic Lending Office and LIBOR Lending Offices as the Administrative Agent may request; (vi) no assignee of a Bank shall be entitled to the benefits of Sections 4.6, 4.9 or 4.11 in relation to circumstances applicable to such assignee immediately following the assignment to it which at such time (if a payment were then due to the assignee on its behalf from the Borrowers) would give rise to any greater financial burden on the Borrowers under Section 4.6, 4.9 or 4.11 than those which it would have been under the absence of such assignment; and (vii) in connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Questionnaire Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent or any relevant tax formsBank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Swing Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Credit Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this SectionSection 18.1, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 4.6, 4.9, 4.11, 15 and 9.4 hereof 16 and bound by the provisions of Section 20 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorSection 18.1(d).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund that with respect to a Bank, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,0005,000,000 (and the remaining aggregate amount of the Revolving Credit Commitment of such assigning Bank shall not be less than $5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) ; ii each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Revolving Credit Commitment assigned; (iii) ; iii any assignment under this Section 11.10(b) of a Revolving Credit Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) the Issuing Bank and, so long as no Event of Default has occurred and is continuing, the Borrower, unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (which approval shall not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) and iv the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof 11.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Each Bank may at any time assign to one or more Eligible Assignees all or a portion any part of any of its rights Revolving Credit Loans, its Note, its Commitment and obligations under this Agreement (including all or a portion its participation in the Swingline Loans and the Letters of Credit with the consent of the Loans at Borrower and the time owing to it)Agent, which consent shall not be unreasonably withheld; provided that PROVIDED that (i) except in no such consent by the case Borrower shall be required (A) for any such assignment by any Bank to an Affiliate of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing such Bank or to it or in the case of an assignment to a another Bank or an Affiliate of a Bank or an Approved Fund with respect to a another Bank, or (B) if, at the principal outstanding balance time of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent orassignment, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no an Event of Default or Incipient Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each any such partial assignment shall be made as in an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect amount at least equal to the Loan assigned; $5,000,000; (iii) any each such assignment under this Section 11.10(b) must shall be approved made by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided in such manner that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice same portion of its Revolving Credit Loans, its Note, its Commitment and its participation in the Swingline Loans and the Letters of Credit is assigned to the Administrative Agent within five (5) Business Days after having received notice thereofassignee; and and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assigneeassignee, if it shall not be already a Bank, shall deliver agree to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be become a party to this Agreement andpursuant to an Assignment Agreement in the form of Exhibit K hereto. Upon execution and delivery by the assignor and the assignee to the Borrower and the Agent of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already a Bank) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent and the Borrower (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the interest assigned by such Assignment and Assumptionconsent of the Agent), have the obligations, rights and obligations benefits of a Bank under this Agreementhereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all share of the assigning Bank’s rights Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorhereunder so assigned.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Commitment assigned and in addition, a proportionate assignment of the assigning Bank’s rights and obligations under the Related Agreement must also be assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) the Issuing Agent unless the Person that is the proposed assignee is itself a Bank or an Affiliate of with a Bank Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or it, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bankeffect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAcceptance, as of the Trade Date) , shall not be less than $5,000,00010,000,000 or in integral multiples of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify and, so long as an Eligible Assignee) and/or an no Event of Default has occurred and is continuing, the Borrower Company (each such consent not to be unreasonably withheld); provided withheld or delayed, it being understood that the Borrower shall be deemed to have consented to any Company’s consent is not unreasonably withheld if such assignment unless it shall object thereto by written notice to would result in a reduction of or a withdrawal of the Administrative Agent within five (5) Business Days after having received notice thereof; andthen current ratings of commercial paper notes of the Company); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Bank, an Affiliate of a Bank or an Approved Fund with respect to a Bank and (B) in the case of contemporaneous assignments by a Bank to one or more Funds managed by the same investment advisor (which Funds are not then Banks hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments; (v) the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent such information regarding its Domestic Lending Office and LIBOR Lending Offices as the Administrative Agent may request; (vi) no assignee of a Bank shall be entitled to the benefits of Sections 4.6, 4.9 or 4.11 in relation to circumstances applicable to such assignee immediately following the assignment to it which at such time (if a payment were then due to the assignee on its behalf from the Borrowers) would give rise to any greater financial burden on the Borrowers under Section 4.6, 4.9 or 4.11 than those which it would have been under the absence of such assignment; and (vii) in connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Questionnaire Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent or any relevant tax formsBank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Swing Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this subsection, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Credit Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this SectionSection 18.1, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 4.6, 4.9, 4.11, 15 and 9.4 hereof 16 and bound by the provisions of Section 20 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignorSection 18.1(d).

Assignments by Banks. Any (a) If at least sixty (60) days prior to one year prior to the original Final Disbursement Date or any extension thereof, the Agent shall have requested the consent of each of the other Banks to the extension of such Final Disbursement Date, and if the Agent shall not within twenty-five (25) days of issuing such request, have received the written consent of any Bank may at any time assign to the extension proposed by the Agent, the Agent shall have the right to require such Bank to transfer all of its proportionate share of the Loans in accordance with Section 2.17(b). Prior to the Notice Date, each Bank shall give the Agent written Notice of such Bank's election to extend or not to extend the original or extended Final Disbursement Date for an additional one or more Eligible Assignees years as specified by the Agent. (b) If (a) a Bank is required to comply with this Section 2.17 after a request from the Borrower pursuant to Sections 2.15 or 2.16 or (b) the Borrower requests that the provisions of this Section 2.17 apply to a Bank within 10 days after the Borrower receives a notice from the Agent that (i) such Bank has failed to make available to the Agent its portion of any Loan on the date required to be made available to the Agent pursuant to this Agreement after the Agent has made written demand upon such Bank for such payment, (ii) such Bank has provided the Agent with notice that such Bank shall not make available to the Agent such portion of any Loan required to be made available to the Agent pursuant to this Agreement or (iii) such Bank has failed to reimburse the Agent pursuant to the terms of this Agreement, then such Bank shall assign all or a portion part of its rights and obligations under this Agreement (including all or a portion proportionate share of the Loans at and its Commitment to a replacement bank (which may be, but is not required to be, a Bank designated by the time owing to itBorrower) (a "REPLACEMENT BANK"); provided that PROVIDED that any assignment or transfer made by a Bank to a Replacement Bank shall satisfy the following conditions: (iA) except the Borrower shall promptly pay when due all reasonable fees and expenses which such Bank incurs in the case of an connection with such transfer or assignment and (B) any assignment of the entire remaining amount all or part of the assigning Bank’s Loans at or other Obligations shall be made without recourse, representation or warranty, and the time owing Borrower shall cause the Replacement Bank to it or in pay to the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, Agent for the principal outstanding balance of the Loan account of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld immediately available funds all amounts outstanding or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations payable under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Bank assigning its interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment Loans or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no other Obligations are owing to such assignorhereunder.

Assignments by Banks. Any (i) Subject to the conditions set forth in paragraph (a)(ii) below, any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the applicable Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) during the Drawing Period, the Borrower, provided that (x) no consent of the Borrower shall be required for an assignment to a Bank, an Affiliate of a Bank or an Approved Fund (except that the assignor shall provide notice to the Borrower within a reasonable time period following such assignment), and (y) if an Event of Default has occurred and is continuing, no consent of the Borrower shall be required, except that the Borrower shall have the right to object to and prohibit any proposed assignment that would cause the Borrower to violate Applicable Law, provided further that any required consent of the Borrower pursuant to this subparagraph (A) shall not be unreasonably withheld or delayed; and (B) the Administrative Agent; provided thatthat no consent of the Administrative Agent shall be required for an assignment to a Bank, the Guarantor, an Affiliate of a Bank or the Guarantor, or an Approved Fund. (iii) So long as no Event of Default has occurred and is continuing, the Bank shall give written notice of such proposed assignment pursuant to the above paragraph (a)(i) to the Guarantor no less than five Business Days in advance of such assignment, and the Guarantor, the Servicers, any investment vehicle managed by the Servicers and their respective Affiliates shall, for a period of five Business Days from the date that such notice was received by the Guarantor, have a right to elect, by giving notice in writing to such Bank of such election, to purchase the rights and obligations so being assigned for the same or substantially equivalent economic consideration and otherwise on substantially the same terms on which such Bank proposed to make such assignment, which such purchase shall be consummated within five Business Days after notice to such Bank that the Guarantor or such other Person as is permitted hereunder has elected to exercise such right; and (iii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Bank, the Guarantor, an Affiliate of a Bank or the Guarantor, or an Approved Fund or an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it Commitment or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a BankLoans), the principal outstanding balance amount of the Loan Commitment or Loans of the assigning Bank Bank, subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000, 1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred Borrower and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to otherwise consent, provided that no such consent of the Borrower shall be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or required if an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and; (ivB) the parties to each assignment shall execute and deliver to the Security Trustee (with a copy to the Administrative Agent Agent) an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,5002,000 to the Administrative Agent and $1,500 to the Security Trustee, and payable by the Eligible Assigneeassignor or the assignee; (C) the assignee, if it shall not be a Bank, shall deliver to the Security Trustee and the Administrative Agent an Administrative Questionnaire Questionnaire; and (D) each assignment shall be subject to the assignee’s making the representations in Section 2.13 hereof as of the date of such assignment and any relevant tax forms. shall comply with the requirements of such Section 2.13. (iv) Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (ca)(v) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Bank under this AgreementAgreement (provided no Borrower Group Company shall be obliged to make any payment to such assignee under Sections 2.10 and 2.11 of this Agreement and 2.05 of the Facility Agreement in an amount greater than it would have had to make had such assignment not taken place based on applicable laws, rules or regulations existing at the time of such assignment), and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 9.3 2.10 and 9.4 hereof with respect to facts 2.11 of this Agreement, 2.05 of the Facility Agreement and circumstances occurring prior to 10.03 of the effective date of such assignmentFacility Agreement). Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph Section shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (dc) of this Section 3.02. (v) The Security Trustee, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and register for recordation of the names and addresses of the Banks, and the Commitment of, and principal amount of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Security Trustee and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice. (vi) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Bank and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Bank hereunder), the processing and recordation fee referred to in paragraph (a) of this Section and any written consent to such assignment required by paragraph (a) of this Section, the Security Trustee shall accept such Assignment and Acceptance and record the information contained therein in the Register. The No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and a copy thereof furnished to the Security Trustee (together with the related Administrative Questionnaire). (vii) If any Promissory Note shall become mutilated, destroyed, lost or stolen, the Borrower shall, upon the written request of the holder of such Promissory Note and upon delivery of a bond or indemnity in favor of the Security Trustee and the Borrower and in such form and amount as shall execute be reasonably satisfactory to the Security Trustee and the Borrower, or in the event of such mutilation upon surrender and cancellation of such Promissory Note (in the event that the mutilated note is not recognizable as a Promissory Note, then an indemnity shall be required rather than a bond), make and deliver such new Promissory Note, of like tenor of the same outstanding aggregate principal amount and terms, in lieu of such lost, stolen, destroyed or mutilated Promissory Note. If the Promissory Note being replaced has become mutilated, such Promissory Note shall be surrendered to the assignee Security Trustee and a Note upon written request from such assignee. The assignor photocopy thereof shall promptly return be furnished to the Borrower its Borrower. In connection with the issuance of any new Promissory Note if after giving effect under this Section 3.02(a)(vii), the Security Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Security Trustee) connected therewith. (viii) The Security Trustee is not required to demand presentment or surrender of any Promissory Note prior to receipt of final payment on such assignment no Obligations are owing Promissory Note. On demand from the Security Trustee, and final payment of any Promissory Note, the holder of such Promissory Note shall surrender such Promissory Note to the Security Trustee for cancellation. All such assignorsurrendered and cancelled Promissory Notes held by the Security Trustee shall be destroyed.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that (i) that except in the case of an assignment of the entire remaining amount of the assigning Bank’s 's Revolving Credit Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,0005,000,000 (and the remaining aggregate amount of the Revolving Credit Commitment of such assigning Bank shall not be less than $5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement with respect to the Loan or the Revolving Credit Commitment assigned; any assignment of a Revolving Credit Commitment must be approved by the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (which approval shall not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) and the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof 11.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Credit Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,0005,000,000 (and the remaining aggregate amount of the Revolving Credit Commitment of such assigning Bank shall not be less than $5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Borrower otherwise consents (each such 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 assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Revolving Credit Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Revolving Credit Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) the Issuing Bank and, so long as no Event of Default has occurred and is continuing, the Borrower, unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (which approval shall not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 11.12; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of $3,500, and the any assignment. The Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and Questionnaire; (v) no such assignment shall be made to the Borrower or any relevant tax formsof the Borrower’s Affiliates or Subsidiaries; and (vi) no such assignment shall be made to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof 11.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned; ; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, substantially in the form of Exhibit G hereto (an "Assignment and Assumption") together with a processing and recordation fee of $3,500, 3,500 and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 ▇▇.▇▇. 3.5, 3.8, 3.9 and 9.4 hereof 14 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, and upon return of any Note issued to the assignor Bank, Borrower (at its expense) shall execute and deliver a revised Note to the assignor Bank and a new Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment or the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment or the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,0002,500,000 and shall be in increments of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; (iii) prior to the Closing Date, any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheldwithheld or delayed) and (ii) unless the Person that is the proposed assignee is a Permitted Assignee or a Bank with a Commitment or a controlled Affiliate of a Bank with a Commitment (whether or not such proposed assignee would otherwise qualify as an Eligible Assignee), the Borrower (not to be unreasonably withheld or delayed); (iv) from and after the Closing Date, any assignment of a Loan must be approved by (i) the Administrative Agent (not to be unreasonably withheld or delayed) and (ii) unless the Person that is the proposed assignee is itself a Bank with a Loan or is an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheldwithheld or delayed); provided in the case of this Section 11.10(b)(iv) that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (ivv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5003,500 (which fee may be waived in the sole and absolute discretion of the Administrative Agent), and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, Company otherwise consents (each such 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 and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500in the amount, if any, required as set forth in Schedule 10.06, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 3.01, 3.03, 3.04, and 9.4 hereof 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph subsection (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.

Assignments by Banks. Any Subject to the conditions set forth in clause (c) below, any Bank may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and Commitment, its obligations under this Agreement (including all or a portion each Letter of Credit and the Loans at the time Advances owing to itit to any Eligible Bank (but not to any other Person); provided that, subject to the following requirements: (i) except each of the Company and the Administrative Agent (and, in the case of an assignment of all or a portion of a Commitment or any Bank’s obligations in respect of its LC Exposure with respect to a Fronted Letter of Credit, the entire remaining amount Issuing Bank) shall have consented thereto in writing, such consent not to be unreasonably withheld, provided that no such consent of the assigning Bank’s Loans at the time owing to it or in the case of Company shall be required for an assignment to a Bank or an Affiliate of a Bank or (so long as such Affiliate is also an Approved Fund with respect to a Eligible Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent ) or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); any other assignee that is an Eligible Bank, provided further that the Borrower shall be deemed to have consented to any no such assignment unless it shall object thereto by written notice to consent of the Administrative Agent within five shall be required for an assignment of any Commitment to an assignee that is a Bank with a Commitment immediately prior to giving effect to such assignment, or to an Affiliate of such Bank (5so long as such Affiliate is also an Eligible Bank); (ii) Business Days after having received notice such assignment shall be of the same percentage of the assigning Bank’s rights and obligations under this Agreement(other than in respect of its Fronting Commitment, if any) and its liability under or in respect of each Letter of Credit; (iii) except in the case of an assignment by a Bank to one of its Affiliates or to another Bank, the amount of the Commitments of the assigning Bank being assigned (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event (unless the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing) be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; and; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with a processing and recordation fee of $3,500Assumption covering such assignment, and the Eligible Assigneeassignee, if it shall is not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and Questionnaire; (v) if any Multi-Bank Letter of Credit is outstanding on the date of such assignment, either (i) the parties to such Multi-Bank Letter of Credit (including the relevant tax forms. Subject to acceptance and recording thereof by assignee) will authorize the Administrative Agent pursuant to paragraph issue a Replacement Letter of Credit for such Multi-Bank Letter of Credit reflecting such assignment (csubject to the Beneficiary of such Multi-Bank Letter of Credit delivering the current Letter of Credit in exchange therefor) or (ii) an appropriate participation agreement or other arrangement satisfactory to the Banks will be entered into, as a condition to such assignment, with the relevant assignee in order to cause the rights and obligations, including the LC Exposures, of this Sectionall Banks, including such assignee, with respect to such Multi-Bank Letter of Credit to be on a pro rata basis immediately after giving effect to the assignment; and (vi) the parties to each such assignment (other than the Company) shall, prior to the effectiveness of such assignment, deliver to the Administrative Agent a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, (x) the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by that rights and obligations hereunder have been transferred to it pursuant to such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, hereunder and (y) the assigning Bank assignor thereunder shall, to the extent of the interest assigned that rights and obligations hereunder have been transferred 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 the an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor).

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Commitment assigned and in addition, if the assigning Bank is a party to the Related Credit Agreement, a proportionate assignment of the assigning Bank’s rights and obligations under the Related Credit Agreement must also be assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) the Issuing Agent unless the Person that is the proposed assignee is itself a Bank or an Affiliate of with a Bank Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan Loan, L/C Obligations or the Commitment assigned; (iii) any assignment under this Section 11.10(b) of a Commitment must be approved by (i) the Administrative Agent (not to be unreasonably withheld) ), the Issuing Agents and the Swingline Bank and (ii) unless the Person that is the proposed assignee is itself a Bank with a Commitment or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment such assignor has no Commitment and no Obligations are owing to such assignor.

Assignments by Banks. Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) i. except in the case of an assignment of the entire remaining amount of the assigning Bank’s Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the principal outstanding balance of the Loan of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) . each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan assigned; (iii) . any assignment under this Section 11.10(b) must be approved by (i) the Administrative Agent (not to be unreasonably withheld) and (ii) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) and/or an Event of Default has occurred and is continuing, the Borrower (not to be unreasonably withheld); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (iv) . the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire and any relevant tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 9.3 and 9.4 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with paragraph (d) of this Section. The Borrower shall execute and deliver to the assignee a Note upon written request from such assignee. The assignor shall promptly return to the Borrower its Note if after giving effect to such assignment no Obligations are owing to such assignor.