(i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent (such consent not be unreasonably withheld or delayed) of:

At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with [Section 2.03(c)], if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

At any time after any Revolving [[Lender:Organization]] has purchased and funded a participation in a Swing Line Loan, if the Swing Line [[Lender:Organization]] receives any payment on account of such Swing Line Loan, the Swing Line [[Lender:Organization]] will promptly remit such Revolving [[Lender:Organization]]’s Pro Rata Share of such payment to the Administrative [[Agent:Organization]] (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving [[Lender:Organization]]’s participation was funded) in like funds as received by the Swing Line [[Lender:Organization]], and any such amounts received by the Administrative [[Agent:Organization]] will be remitted by the Administrative [[Agent:Organization]] to the Revolving Lenders that shall have funded their participations pursuant to [Section 2.03(c)(ii)] to the extent of their interests therein.

If, at any time after the applicable Issuing Bank has made payment in respect of any drawing under any Letter of Credit issued by it and has received from any Revolving [[Lender:Organization]] its Letter of Credit Advance in respect of such payment in accordance with Section 2.04(c), if the Administrative [[Agent:Organization]] receives for the account of such Issuing Bank any payment in respect of the related Reimbursement Obligation or, in the case of any Reimbursement Obligation denominated in any Alternative Currency (but expressed in its Dollar Amount), an additional amount equal to the amount required to convert Dollars into the currency of the unreimbursed drawing or, in each case, interest thereon (whether directly from the [[Borrower:Organization]] or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative [[Agent:Organization]]), the Administrative [[Agent:Organization]] will distribute to such [[Lender:Organization]] its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such [[Lender:Organization]]’s Letter of Credit Advance was outstanding) in like funds as received by the Administrative [[Agent:Organization]].

CREDIT AGREEMENT – Page 34

SECTION # Successors and Assigns; Participations.

Portfolio Loans and Purchased Participations

88 [Section 10.09]. Assignments, Participations, Etc.

such Portfolio Loans or Purchased Participations: