Common use of Assignments Clause in Contracts

Assignments. Any Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (iiprovided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent Unless Borrower gives written notice to Lender that it objects to the proposed assignment (together with a written explanation of the Swingline Lender and reasons behind such objection) within ten (10) days following receipt of Lender’s written request for approval of the Issuing Bank (such consent not to be unreasonably withheld or delayed) proposed assignment, Borrower shall be required for any deemed to have approved such assignment in respect of a Commitment. Upon execution and delivery of such instrument an Assignment and Assumption Agreement and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)subsidiaries.

Assignments. Any Lender may at assign any time assign of its Term Loans to one or more Eligible Assignees Persons (each an “Assignee”"Assignee Lender") all or without the consent of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a portion of its party hereto and to the extent that rights and obligations under this Agreement hereunder have been assigned and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect delegated to such Assignee Lender in connection with the underlying assignment the assigning Lender retains a Commitmentagreement, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with a Commitment as set forth in such Assignment and Assumption Agreementthe underlying assignment agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredunder the other Loan Documents. Upon the consummation Within five Business Days after its receipt of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such notice of an assignment, the transferor Lender that is not a Defaulting Lender, Borrowers shall pay execute and deliver to Tennessee Farmers (for delivery to the Administrative Agent an administrative fee for processing such assignment relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of $4,500, the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the transferor Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that is a Defaulting Lender part of the predecessor Note evidenced by the replacement Note shall pay be paid to the Administrative Agent an administrative fee for processing such assignment assignor Lender. Accrued interest shall be paid at the same time or times provided in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything predecessor Note and in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Agreement.

Assignments. Any (a) (i) Prior to the Availability Period End Date, each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Notes; providedLoans at the time owing to it) with prior written notice to the Administrative Agent and, howeverunless an Event of Default has occurred and is continuing, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The prior written consent of the Swingline Lender and the Issuing Bank Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) shall be required for any assignment in respect and (ii) after the Availability Period End Date, each Lender may assign to one or more Eligible Assignees all or a portion of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeits interests, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it) with prior written notice to the Administrative Agent and, only if such assignment is to a Competitor and unless an Event of Default has occurred and is continuing, the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, in the case of clause (ii) above that if such assignment is to a Lender, an Affiliate of a Lender with a Commitment as set forth in such Assignment and Assumption Agreementor an Approved Assignee, and no consent of the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party Borrower shall be required. Upon ; provided, further, in each case, that (x) the consummation amount of any the Commitment or Loans of the assigning Lender subject to each such assignment pursuant (determined as of the date the Assignment and Acceptance with respect to this subsection such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not less than One Million Dollars (c$1,000,000) (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (y) the transferor Lender, parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and the Borrower shall make appropriate arrangements so the new Notes are issued Acceptance via an electronic settlement system acceptable to the Assignee Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and such transferor Lenderdeliver to the Administrative Agent an Assignment and Acceptance, as appropriate. In connection with any such assignmentand, the transferor Lender that is not a Defaulting Lenderin each case, shall pay to the Administrative Agent an administrative a processing and recordation fee for processing such assignment of Three Thousand Five Hundred Dollars ($3,500) (which fee may be waived or reduced in the amount sole discretion of $4,500the Administrative Agent), and (z) the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assigneeassignee, if it is shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire(1) written notice designating one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities laws and (2) all applicable tax forms. Anything in Upon acceptance and recording pursuant to clause (a) of this Section 9.15, from and after the effective date specified in each Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the contrary notwithstandingbenefits of Sections 2.4(d), no Lender may assign or participate 2.6, 5.9, 5.10 and 10.4, as well as to any interest in any Loan held by it hereunder to (A) the Borrower, or any of Undrawn Fees accrued for its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (Baccount and not yet paid).

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not 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 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that is reasonably acceptable to the NotesAdministrative Agent and, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; provided, however, provided that (i) any partial such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) each so long as no Event of Default has occurred and is continuing, no Lender shall assign more than 50% of such assignment shall be effected by means of an Assignment and Assumption Agreement. The Lender's original aggregate Commitments without the written consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) Borrower. Any assignment hereunder shall be required effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for any its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal the Register pursuant to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations terms of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate. In connection with any to the extent of such assignment, the transferor assigning Lender that is not a Defaulting Lender, shall pay be relieved of its obligations hereunder to the Administrative Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the transferor assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lenderthe legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, shall deliver such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the Administrative Agent an Administrative Questionnaire. Anything in other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Section to Credit Agreement, any of the contrary notwithstanding, no Lender may assign other Credit Documents or participate any interest in any Loan held by it hereunder to (A) other instrument or document furnished pursuant hereto or thereto or the Borrower, financial condition of the Borrower or any of its respective Affiliates or Subsidiaries the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (Biii) any Defaulting such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any of other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its Subsidiaries, own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any Personother Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, who, upon becoming together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender hereunder, would constitute any Lender. If the assignee is not a United States person under Section 7701(a)(30) of the foregoing Persons described Code, it shall deliver to the Borrower and the Administrative Agent a valid certification as to exemption from deduction or withholding of taxes in this clause (B)accordance with Section 3.10.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of such Lender or another Lender; (ii) no such consent by the Administrative Agent shall be required in the case of an assignment to an affiliate of such Lender, (iii) without limiting each Lender’s right to assign all of its Commitment, any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,0007,500,000, and (iiiv) each such assignment shall be effected by means of an Assignment and Assumption Acceptance Agreement. The consent of From and after the Swingline Lender Assignment Effective Date (as such term is defined in the Assignment and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such AssigneeAcceptance Agreement), such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire3,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Term Loans and obligations under this Agreement and Term Loan Commitments, with the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The prior written consent of the Swingline Lender Administrative Agent and the Issuing Bank Borrower (such which consent of Borrower shall not to be unreasonably withheld or delayed), provided, however, consent of Borrower shall not be required (x) for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or, or (y) during the existence of a Default or an Event of Default. Except as Administrative Agent may otherwise agree, any such assignment shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an minimum aggregate amount equal to $100,000 or, if less, the purchase price agreed between remaining Term Loan Commitment and Term Loans held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 (which shall not be required in connection with any assignment of a portion of HCP-FVA’s Term Loans in connection with the consummation of the Financing in accordance with Section 10.13 and Schedule 10.13 hereto). No assignment may be made to any Person if at the time of such Assigneeassignment Borrower would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless Borrower has expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)within three Business Days after notice thereof.

Assignments. Any Each Lender may at make assignments to any time Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the re-assignment back to it free of any interests of the Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, that Credit Documents so long as (i) the assignor Lender and Assignee execute and deliver to the Administrative Agent, the LC Issuing Bank and the Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required by the Borrower if an Event of Default has occurred and is continuing) an assignment shall and assumption agreement in substantially the form of Exhibit E (an "ASSIGNMENT") and pay to the Administrative Agent a processing fee of $1,000 (which payment obligation is the sole liability, joint and several, of that Lender and Assignee), (ii) the assignment must be in an amount at least equal to for a minimum total Commitment of $10,000,000 and after giving effect to such assignment 5,000,000, and, if the assigning assignor Lender retains a any Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, it must be a minimum total Commitment of at least $10,000,000, and (iiiii) each such the conditions for that assignment shall be effected by means of an set forth in the applicable Assignment and Assumption Agreementare satisfied. The consent of Effective Date in each Assignment must (unless a shorter period is agreed to by the Swingline Borrower and the Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so for acceptance. Once such Assignment is accepted by the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignmentAdministrative Agent, the transferor Lender that is not a Defaulting Lender, shall pay to LC Issuing Bank and the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500Borrower, and subject to all of the transferor Lender that is a Defaulting Lender shall pay to following occurring, then, on and after the Administrative Agent an administrative fee for processing such assignment Effective Date stated in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the BorrowerAssignee automatically shall become a party to this Agreement and, or any to the extent provided in that Assignment, shall have the Rights and obligations of its respective Affiliates or Subsidiaries or a Lender under the Credit Documents, (B) any Defaulting Lender or any in the case of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any an Assignment covering all of the foregoing Persons remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender shall cease to be a party to the Credit Documents, (C) the Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this Agreement following the transfer, (D) upon delivery of the Notes under clause (C) the assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be automatically amended to reflect the name, address, telecopy number and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and the Administrative Agent shall prepare and circulate to the Borrower, the LC Issuing Bank and the Lenders an amended Schedule 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal of and interest on the Obligations may be made only in accordance with this clause (B)Section.

Assignments. Any Lender may at From time to time following the date hereof, each Holder may, in consultation with Issuer (except during the existence of a Default or Event of Default or in the case of assignment to any time Holder or an Affiliate of any Holder), assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under this Agreement and the NotesAgreement; provided, however, provided that (ia) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected evidenced by means an assignment agreement, a copy of which shall be furnished to Issuer; (b) except in the case of an Assignment and Assumption Agreement. The consent assignment to any Holder or an Affiliate of any Holder or of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the entire remaining rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption the assigning Holder under this Agreement, the assignment shall not assign a portion of such assigning Holder’s Note owing to such assigning Holder that is equivalent to less than $1,000,000; (c) such assignment is accompanied by a transfer of the assigning Holder’s pro rata interests in the Warrants corresponding to the Notes (or portions thereof) being assigned to the same assignee (but only to the extent such Warrants are still outstanding); and (d) the transferor Lender effective date of any such assignment shall be as specified in the assignment agreement, but not earlier than the date which is five (5) Business Days after the date Issuer has received the assignment agreement. Upon the effective date of such assignment agreement and subject to compliance with Sections 2.3(b) and 2.6(a), the Eligible Assignee named therein shall be a Holder for all purposes of this Agreement and, to the extent of such assignment, the assigning Holder shall be released from its further obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to under this subsection (c), the transferor Lender, the Administrative Agent Agreement and the Borrower other Note Documents. Issuer agrees that it shall make appropriate arrangements so execute and deliver (against delivery by the new Notes are issued assigning Holder to Issuer of its Notes) to such assignee Holder, a Note evidencing the principal balances assigned to such assignee Holder thereunder, and, if applicable, to the Assignee and such transferor Lenderassigning Holder, as appropriate. In connection a Note evidencing the principal balances thereunder retained by the assigning Holder in accordance with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)2.6.

Assignments. Any Lender may at This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any time assign to one of the rights, interests or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement shall be assigned, delegated or transferred, in whole or in part, by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties. Notwithstanding the immediately preceding sentence, any Commitment Party’s rights, obligations or interests hereunder may be freely assigned, delegated or transferred, in whole or in part, by such Commitment Party, with prior written notice given to (but not the consent of) the Debtors and the NotesCommitment Party Professionals, to (a) any other Commitment Party, (b) any controlled Affiliate of a Commitment Party (other than a portfolio company of such Commitment Party or any of its Affiliates or Related Funds) or (c) any Related Fund of a Commitment Party; provided, however, that (i) any partial assignment shall be such assignee expressly assumes the obligations of the assigning Commitment Party hereunder and agrees in an amount at least equal to $10,000,000 and after giving effect writing prior to such assignment to be fully bound as a Commitment Party by the terms of this Agreement in the same manner and to the same extent as the assigning Lender retains Commitment Party with respect to such rights, obligations and interests; provided, further, that unless otherwise agreed in any instance by the Debtors and the Requisite Commitment Parties, no such assignment, delegation or transfer by a CommitmentCommitment Party to any controlled Affiliate or Related Funds of such Commitment Party will relieve the assigning Commitment Party of its obligations hereunder if such controlled Affiliate or Related Fund fails to perform such obligations. Following any assignment, delegation or if transfer described in the Commitments have been terminatedimmediately preceding sentence, holds Loans having an aggregate outstanding principal balancethe Backstop Commitment Schedule or the Equity Commitment Schedule, as applicable, shall be updated by the Debtors (in consultation with the assigning Commitment Party and the assignee) solely to reflect the name and address of at least $10,000,000the applicable assignee or assignees and the Commitment Percentage that shall apply to such assignee or assignees, and (ii) each such assignment any changes to the Commitment Percentage applicable to the assigning Commitment Party. Any update to the Backstop Commitment Schedule or the Equity Commitment Schedule described in the immediately preceding sentence shall not be effected by means of deemed an Assignment and Assumption amendment to this Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment Other than as set forth in such Assignment this Section 12.1 and Assumption Agreementin Section 1.2(b), no Commitment Party shall be permitted to assign, delegate or transfer all or any portion of its Commitment without the prior written consent of the Company and the transferor Lender Requisite Commitment Parties, which consent shall not be released from its obligations hereunder to a corresponding extentunreasonably withheld, and no further consent conditioned or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)delayed.

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or any affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the NotesAdministrative Agent (such consent shall not be unreasonably withheld or delayed) and, so long as no Default or Event of Default has occurred and is continuing, with the approval of the Borrower (which approval shall not be unreasonably withheld or delayed); provided, however, provided that (i) any partial such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayedother than Competitive Loans) shall be required for any assignment in respect of a Commitment. Upon execution and delivery constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender’s rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment as set forth transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such transferor Lenderassignment, as appropriatethe assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. In connection with Along such lines the Borrower agrees that upon notice of any such assignment, it will promptly provide to the transferor assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note. By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is not the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a Defaulting copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall pay deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500, this Credit Agreement and the transferor Lender that is a Defaulting Lender shall pay other Credit Documents are required to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming as a Lender hereunder, would constitute any (including without limitation the requirements of the foregoing Persons described in this clause (BSection 3.13).

Assignments. Any Lender may with the prior written consent of the Administrative Agent (such approval not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 15,000,000, and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,00015,000,000, (ii) if the assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee or another Lender (iior Affiliate thereof) provided that unless a Default shall have occurred and is continuing, in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the Borrower’s prior written approval) and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not 4,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender, shall deliver to the Administrative Agent an Administrative Questionnaire). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any Subsidiaries. Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its Subsidiariesoffices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, or any Personand the Commitment of, whoand principal amount (and stated interest) of the Loans owing to, upon becoming each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunderhereunder for all purposes of this Agreement, would constitute notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the foregoing Persons described in this clause Internal Revenue Code and any related regulations (Band any other relevant or successor provisions of the Internal Revenue Code or such regulations).

Assignments. Any Lender Without any requirements for further consent of the Seller, any Buyer may at assign any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a Buyer with a Commitment hereunder immediately prior to giving effect to such assignment. With the prior written consent of the Administrative Agent and (unless an Event of Default has occurred that the NotesAdministrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and at no cost to the Seller or the Administrative Agent, any Buyer may assign any or all of its rights and obligations under the Repurchase Documents to one or more assignees; provided, however, provided that (i1) any partial except in the case of an assignment to a Buyer or a Buyer Affiliate or an assignment of the entire remaining amount of the assigning Buyer’s Committed Sum, no such assignment shall be in an amount at least equal to less than $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment15,000,000, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, unless each of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and (unless a Default or Event of Default has occurred and continuing) the Borrower Seller consents thereto, (2) each partial assignment shall make appropriate arrangements so be made as an assignment of a proportionate part of all the new Notes are issued to assigning Buyer’s rights and obligations under this Agreement, (3) the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assigneeassignee, if it is not a LenderBuyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Seller and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. Anything The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.18(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section to the contrary notwithstanding, no Lender may assign or participate any interest 22.18(b) shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described such rights and obligations in this clause (Baccordance with Section 22.18(a).

Assignments. Any Lender (a) Each Purchaser may at any time assign assign, or grant a security interest or sell a participation interest in, with the prior written consent of the Seller and Administrative Agent provided that no Termination Event has occurred and is continuing (provided that such consent shall not be required after a Termination Event or in connection with any assignment, grant of a security interest or sale of a participation interest in an Advance or Commitment to one any other Purchaser, any Purchaser Agent, any Purchaser Affiliate, any Liquidity Bank or more Eligible Assignees Affiliate of such Liquidity Bank providing liquidity to a purchaser that is a commercial paper conduit, or any other purchaser that is a commercial paper conduit sponsored by any Purchaser or Purchaser Affiliate), in any Advance or Commitment (each or portion thereof) to any Person (such Person other than any Liquidity Bank, pledgee or Participant (as defined below), an “AssigneeAdditional Purchaser”); provided that in the case of an assignment of a Variable Funding Note, the assignee (other than any assignee that is a Liquidity Bank) shall execute and deliver to the Servicer, the Administrative Agent and each Purchaser Agent a Transferee Letter substantially in the form of Exhibit K hereto (the “Transferee Letter”). The parties to any such assignment, grant or sale of participation interest shall execute and deliver to the applicable Purchaser Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and such Purchaser Agent. Any assignment of a Variable Funding Note shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Additional Purchaser and the resulting adjustment of Commitments arising from the purchase by such Additional Purchaser of all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500Purchaser under this Agreement its Variable Funding Note. The Assignee, if it is Seller shall not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate delegate, or grant any interest in any Loan held by it hereunder to (A) the Borrowerin, or permit any of its respective Affiliates or Subsidiaries or Lien (Bother than any Permitted Lien) any Defaulting Lender or any of its Subsidiariesto exist upon, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in Seller’s rights, obligations or duties under this clause (B)Agreement without the prior written consent of the Administrative Agent, each Purchaser Agent and each Hedge Counterparty.

Assignments. Any Subject to the consent of the Borrowers (provided, however, that no consent shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld, each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3(b) to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if 5,000,000 of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) that each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent a constant, not varying, percentage of all of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under this Agreement. Any assignment hereunder shall be effective upon satisfaction of a Lender with a Commitment as the conditions set forth in such Assignment the preceding sentence and Assumption Agreementdelivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 (or with respect to an assignment of the Canadian Revolving Loan Commitment, and a transfer fee of Cdn. $1,250) payable to the transferor Lender Administrative Agent for its own account; provided that any assignment of the Canadian Revolving Loan Commitment shall be released from require delivery of written notice of the assignment to the Canadian Administrative Agent together with a transfer fee of Cdn. $1,250 payable to the Canadian Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not assignee shall become a Defaulting "Lender" for all purposes of this Agreement and the other Loan Documents and, shall pay to the Administrative Agent an administrative fee for processing extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines, the Borrowers agree that upon effectiveness of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500, their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the transferor Lender that is a Defaulting Lender shall pay original Note or any replacement notes thereof). In addition to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in assignments permitted under this Section to the contrary notwithstanding11.3(b), no any Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).without

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may at any time assign to one or more Eligible Assignees (each an each, a “AssigneePurchaser”) all or a portion any part of its rights and obligations under the Loan Documents. Such assignment must be substantially in the form of Exhibit B or in any other form that is reasonably acceptable to Agent and approved by the parties to this Agreement and the Notes; provided, however, Agreement. Each such assignment with respect to a Purchaser that (i) any partial assignment is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount at least equal to $10,000,000 the entire Commitment and after giving effect to such assignment Outstanding Credit Exposure of the assigning Lender retains or (unless each of Company and Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment must be based on the Commitment or Aggregate Outstanding Credit Exposure (if the Commitment has been terminated or with respect to an assignment of Term Loans) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date”, if the “Trade Date” is specified in the assignment. The consent of Company is required for an assignment to be effective unless the Purchaser is a Lender, an Affiliate of a Lender, or an Approved Fund, provided that the consent of Company is not required if an Event of Default exists; provided further that Company shall be deemed to have consented to any such assignment unless it objects by written notice to Agent within 5 Business Days after receiving notice of the assignment. Agent’s consent is required for an assignment to be effective unless the Purchaser is a Lender, an Affiliate of a Lender, or an Approved Fund. The consent of each LC Issuer is required for an assignment of a Commitment to be effective unless the Purchaser is a Lender with a Commitment. Any consent this Section 9.5.c requires shall not be unreasonably withheld, conditioned, or if the Commitments have been terminateddelayed. Upon (i) delivery to Agent of an assignment, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000together with any consents required by Sections 9.5.a and 9.5.b, and (ii) each payment of a $3,500 fee to Agent for processing such assignment (unless Agent waives such fee), such assignment shall be effected by means of an Assignment and Assumption Agreementbecome effective on the effective date specified in such assignment. The consent assignment shall contain a representation by the Purchaser that none of the Swingline Lender consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the Issuing Bank (such consent applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment“plan assets” under ERISA. Upon execution On and delivery after the effective date of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassignment, such Assignee Purchaser shall be deemed to for all purposes be a Lender party to this Agreement and shall any other Loan Document signed by or on behalf of the Lenders and have all the rights and obligations of a Lender with a Commitment under the Loan Documents, to the same extent as set forth in such Assignment and Assumption Agreementif it were an original party to the Loan Documents, and the transferor Lender shall be released from its obligations hereunder with respect to a corresponding extent, the Commitment and no Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by any party Borrowers, the Lenders, or Agent. In the case of an assignment of all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender but shall continue to be entitled to the benefits of, and subject to, those provisions of the Loan Documents that survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.5.c shall be requiredtreated for the purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.5.b. Upon the consummation of any assignment to a Purchaser pursuant to this subsection (c)Section 9.5.c, the transferor Lender, the Administrative Agent and Borrowers shall, if the Borrower shall transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so the that new Notes or, as appropriate, replacement Notes are issued to the Assignee and such transferor LenderLender and new Notes or, as appropriate. In connection with any , replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. Agent, the transferor Lender that is not a Defaulting Lenderacting solely for this purpose as an agent of Borrowers, shall pay to the Administrative Agent an administrative fee for processing such assignment maintain at one of its offices in the amount United States, a copy of $4,500each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the transferor Commitments of, and principal amounts of the Loans owing to, each Lender, and participations of each Lender that is a Defaulting Lender shall pay in Facility LCs, pursuant to the Administrative Agent an administrative fee for processing such assignment terms of this Agreement from time to time (the “Register”). The entries in the amount Register shall be conclusive absent manifest error, and Borrowers, Agent, and the Lenders shall treat each Person whose name is recorded in the Register pursuant to this Section 9.5.c as a Lender for all purposes of $7,500this Agreement, notwithstanding notice to the contrary. The Assignee, if it is not a Lender, Register shall deliver be available for inspection by Company at any reasonable time and from time to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, time upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)reasonable prior notice.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “"Assignee”") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) no such consent by the Administrative Agent shall be required in the case of an assignment to another Lender; (iii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iv) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (iior its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof), (v) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent , and (vi) so long as the Commitments remain in effect, after giving effect to any such assignment by the Lender then acting as the Administrative Agent, the Lender then acting as Administrative Agent shall retain a Commitment greater than or equal to the Commitment of each other Lender as of the Swingline Lender and Effective Date unless the Issuing Bank Requisite Lenders consent otherwise (such which consent shall not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Revolving Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender Either Bank may at any time time, with notice to Borrower and Agent, assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions reasonably acceptable to Agent (each Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “AssigneeAssignee Lender”) ), all or any fraction of such Bank’s Commitment (which assignment and delegation shall be of a portion constant, and not a varying, percentage of its rights all the assigning Lender’s Commitment) (each Lender from whom such assignment and obligations under this Agreement delegation is to be made, being hereinafter referred to as an “Assignor Lender”), but not less than an aggregate principal amount of Five Million Dollars ($5,000,000) and the Notesan integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof; provided, however, that (i) any partial assignment Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an amount at least equal to $10,000,000 Assignee Lender until (a) written notice of such as assignment; and after giving effect delegation, together with payment instructions, addresses and related information with respect to such assignment the assigning Lender retains a CommitmentAssignee Lender, or if the Commitments shall have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000given to Borrower and Agent by such Lender and such Assignee Lender, and (iib) each Agent shall have received a processing fee of Three Thousand Dollars ($3,000) from such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender or Assignee Lender and an executed assignment agreement in form and substance satisfactory to Agent. From and after the Issuing Bank date that an assignment becomes effective as provided in the preceding paragraph, (such consent not to be unreasonably withheld or delayeda) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such the Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed automatically to be have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender party to this Agreement and in connection with such assignment, shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment hereunder and Assumption Agreementunder the other Loan Documents, and (b) the transferor Lender Assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such assignment, shall be released from its obligations hereunder to a corresponding extenthereunder, and no further consent or action under the Loan Documents. Within five (5) Business Days after its receipt of notice of such assignment and associated documentation reasonably required by the Agent, Borrower shall execute and deliver to Agent (for delivery to the relevant Assignee Lender) new Notes (if requested by Agent in its sole discretion) evidencing such Assignee Lender’s assigned Commitments and, if the Assignor Lender has retained any party portion of its Commitment hereunder, replacement Notes evidencing such Assignor Lender’s retained portion of the Commitments (each such Note to be in exchange for, but not in payment of, the Note then held by such Assignor Lender). Each such replacement Note shall be requireddated the date of the predecessor Note. Upon Accrued interest on that part of the consummation of any assignment pursuant to this subsection (c)predecessor Note evidenced by the replacement Note, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lenderaccrued fees, shall pay to the Administrative Agent an administrative fee for processing such assignment be paid as provided in the amount documentation effecting the Assignment. Accrued interest on that part of $4,500the predecessor Note shall be paid by the Agent, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) following its receipt from the Borrower, to the Assignor Lender. Accrued interest and accrued fees shall be paid at the same time or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of times provided in the foregoing Persons described predecessor Note and in this clause (B)Agreement. Any attempted assignment and delegation not made in accordance with this Section 16.1 shall be null and void.

Assignments. Any Lender The Program Agreements are not assignable by Seller. Administrative Agent and Buyers may at any from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements pursuant to the Administration Agreement in each case only if (and subject to) the Seller having given its prior written consent to such assignment (which Seller may give or withhold in its sole and absolute discretion); provided, however, that (i) any partial Seller’s prior written consent to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment; provided, further that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in an amount at least equal the Register shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to $10,000,000 and after giving effect to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the assigning Lender retains foregoing provisions of this Section 22) and recordation in the Register, (a) such assignee shall be a Commitment, party hereto and to each Program Agreement to the extent of the percentage or if portion set forth in the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000Assignment and Acceptance, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment Administrative Agent and Buyers hereunder, as set forth in such Assignment and Assumption Agreementapplicable, and (b) Administrative Agent and Buyers shall, to the transferor Lender extent that such rights and obligations have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the Borrower shall make appropriate arrangements so the new Notes are issued other Program Agreements, any document or other information delivered to the Assignee and such transferor LenderAdministrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as appropriate. In connection with any applicable, will cause such assignment, the transferor Lender that is not party to execute and deliver a Defaulting Lender, shall pay non-disclosure agreement whereby such party agrees to the keep such information delivered by Administrative Agent an administrative fee for processing or Buyers to such assignment party confidential, on substantially similar terms as set forth in the amount Section 32 of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Agreement.

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may at any time may, with the prior written consent of the Borrowers, the Issuing Lender and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if 5,000,000 of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent a constant, not varying, percentage of all of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender’s rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender duly executed assignment agreement together with a Commitment as set forth in such Assignment and Assumption Agreement, and transfer fee of $3,500 payable to the transferor Lender shall be released from Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that is upon notice of any assignment to an assignee that was not theretofore a Defaulting Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall pay promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500, this Credit Agreement and the transferor Lender that is a Defaulting Lender shall pay other Credit Documents are required to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if be performed by it is not as a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the NotesAgent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower; provided, however, provided that (i) any partial such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) each such assignment shall be effected by means of an Assignment a constant, not varying, percentage of all such Lender's rights and Assumption obligations under this Credit Agreement. The consent For purposes of the Swingline Borrower's acceptance of the proposed assignee in clause (ii) of the foregoing sentence, the Borrower shall have been deemed to accept any such assignee unless the Borrower provides to the Agent and such assigning Lender, written notice of the Borrower's objection to the assignment setting forth the specific reasons for its objection, such notice to be delivered no later than three (3) Business Days after the Borrower receives notice of the requested assignment (as set forth below). Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and such Assignee, such Assignee the assignee thereunder shall be deemed to be a confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, and any of the transferor Lender shall be released from its obligations hereunder to a corresponding extentother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, and no further consent or action by the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any party shall be required. Upon of the consummation other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, Credit Party or any of its their respective Affiliates or Subsidiaries the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (Biii) any Defaulting such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any of other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its Subsidiaries, own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any Personother Credit Document as are delegated to the Agent by the terms hereof or thereof, who, upon becoming together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Lender.

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or any affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the NotesAdministrative Agent and, so long as no Default or Event of Default has occurred and is continuing, with the approval of the Borrower (which approval in the case of a commercial bank or financial institution shall not be unreasonably withheld or delayed); provided, however, provided that (i) any partial such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayedother than Competitive Loans) shall be required for any assignment in respect of a Commitment. Upon execution and delivery constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment as set forth transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate. In connection with any to the extent of such assignment, the transferor assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is not given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a Defaulting copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall pay deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500, this Credit Agreement and the transferor Lender that is a Defaulting Lender shall pay other Credit Documents are required to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming as a Lender hereunder, would constitute any (including without limitation the requirements of the foregoing Persons described in this clause (BSection 3.13).

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, the Parent or any of its their respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, or any Person, who, upon becoming an assignment by a Lender hereunder, would constitute any to a Person who is not an Eligible Assignee shall require the written consent of the foregoing Persons described in this clause (B)Borrower and the Requisite Lenders.

Assignments. Any Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, the Advances owing to it, the Notes held by it, if any, and the Notesparticipation interest in the Letter of Credit Obligations held by it); provided, however, that (i) any partial each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of such Lender’s Revolving Commitment and such Lender’s Revolving Advances and shall be in an amount at least equal to not less than $10,000,000 5,000,000, (ii) the amount of the resulting Revolving Commitment and after giving effect to such assignment Revolving Advances of the assigning Lender retains a (unless it is assigning all its Revolving Commitment, or if ) and the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, assignee Lender pursuant to each such assignment (determined as of at least the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, and (iiiii) each such assignment shall be effected by means of to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption Agreement. The consent Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent a $4,000 administrative fee; and (vi) the Administrative Agent shall promptly deliver a copy of the Swingline Lender fully executed Assignment and Acceptance to the Issuing Bank (Administrative Agent. Upon such consent not to be unreasonably withheld or delayed) execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be required at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for any assignment in respect of a Commitment. Upon execution all purposes and, to the extent that rights and delivery of such instrument and payment by such Assignee obligations hereunder have been assigned to it pursuant to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a corresponding extent, and no further consent or action by any party hereto) but shall continue to be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued entitled to the Assignee benefits of Sections 2.8, 2.9, 2.11, 9.4, 9.7 and 9.15 with respect to facts and circumstances occurring prior to the effective date of such transferor Lenderassignment. Notwithstanding anything herein to the contrary, any Lender may assign, as appropriate. In connection with any such assignmentcollateral or otherwise, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) rights under the Credit Documents to any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Federal Reserve Bank.

Assignments. Any It is understood and agreed that each Lender may shall have the right to assign at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights Commitment and obligations under this Agreement interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Notes; providedTerm Loan to any Person, however, that provided that: (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means in a minimum amount of an Assignment $1,000,000 (or, if less, in a minimum amount equal to all of such Lender's Commitment and Assumption Agreement. The consent interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Swingline Lender Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Issuing Bank (Parent, shall have consented to such assignment, each such consent not to be unreasonably withheld or delayed) withheld; provided that the consent of the Administrative Agent and the Parent shall not be required for any required, and the minimum assignment in respect amount shall not apply, if the assignment is to a Lender, an Affiliate of a CommitmentLender or an Approved Fund so long as such assignment would not result in increased costs to the Borrowers hereunder; and (iii) the proposed assignee and the assigning Lender execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and Acceptance in the form attached hereto as Exhibit D (in each case, an "Assignment and Acceptance"). Upon the execution and delivery of such instrument Assignment and payment by such Assignee to such transferor Lender of an amount equal Acceptance, (A) to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)extent applicable, the transferor LenderBorrowers, the Administrative Agent and the Borrower if requested, shall make appropriate arrangements so the new Notes are issued issue to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment assignee applicable Notes in the amount of $4,500such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially the transferor Lender that is a Defaulting Lender form of the Notes executed and delivered to the Lenders on the Effective Date and, if applicable, the assignor shall return to the Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $3,500 to the Administrative Agent an administrative Agent; provided that only one such fee for processing such assignment shall be payable in the amount event of $7,500. The Assignee, if it is not a Lender, shall deliver simultaneous assignments to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, two or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)more Approved Funds.

Assignments. Any Lender may with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that : (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (unless the assigning Lender’s entire interest is being assigned) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000; (ii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof); and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Revolving Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of Four Thousand Five Hundred Dollars ($4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, Borrower or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Affiliates.

Assignments. Any Lender The Program Agreements are not assignable by any Seller Party or Guarantor. Subject to Section 36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and Buyers may at any from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverthat, that unless an Event of Default has occurred, (i) any partial an assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains by a Commitment, Committed Buyer or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) an assignment to a non-Affiliate of Administrative Agent or Buyers, shall, in each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (case, require Seller’s prior consent, such consent not to be unreasonably withheld withheld; provided, further, that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or delayed) portion of such rights and obligations assigned. The entries in the Register shall be required for any assignment conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is recorded in respect of the Register pursuant to the preceding sentence as a CommitmentBuyer hereunder. Upon execution such assignment and delivery of recordation in the Register, (a) such instrument assignee shall be a party hereto and payment by such Assignee to such transferor Lender of an amount equal each Program Agreement to the purchase price agreed between such transferor Lender extent of the percentage or portion set forth in the Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all succeed to the applicable rights and obligations of a Lender with a Commitment Administrative Agent and Buyers hereunder, as set forth in such Assignment and Assumption Agreementapplicable, and (b) Administrative Agent and Buyers shall, to the transferor Lender shall extent that such rights and obligations have been so assigned by them pursuant to this Section to an assignee which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller Parties shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to the Assignee and such transferor Lender, as appropriate. In connection with any such assignmentprospective or actual assignee this Agreement, the transferor Lender that is not a Defaulting Lenderother Program Agreements, shall pay any document or other information delivered to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held and/or Buyers by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Seller Parties.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesNote; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 10,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans a Note having an aggregate outstanding principal balance, of at least $10,000,00010,000,000.00, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)subsidiaries.

Assignments. Any Lender The Program Agreements are not assignable by any Seller Party. Subject to Section 36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and Buyers may at any from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverhowever that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of any Seller Party, for review by any Seller Party upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned and Seller shall only be required to deal directly with the Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and the Seller Parties, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to either (i) any partial assignment shall be in an amount at least equal to $10,000,000 Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and after giving effect to such assignment the assigning Lender retains a CommitmentBuyers, as applicable or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected another Person approved by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank any Seller Party (such consent approval not to be unreasonably withheld or delayedwithheld) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to which assumes the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment Administrative Agent and Buyers, as set forth in such Assignment and Assumption Agreementapplicable, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant to this subsection (c)Assignment and Acceptance, the transferor Lender, the Seller Parties shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to the Assignee and such transferor Lender, as appropriate. In connection with any such assignmentprospective or actual assignee this Agreement, the transferor Lender that is not a Defaulting Lenderother Program Agreements, shall pay any document or other information delivered to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate and/or Buyers by any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Seller Party.

Assignments. Any (a) With the prior consent of the Agent and the Borrower, which consent shall not be unreasonably withheld, each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the outstanding Loans made by it and the NotesNote or Notes held by it); provided, however, that (i) any partial except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, was a Lender, the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be in an amount at least equal to $10,000,000 and after giving effect less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment the assigning Lender retains a Commitmentor (z) $5,000,000, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means to an Eligible Assignee, (iii) each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitment) under each of the Term Loans and the Revolving Loans, and (iv) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption AgreementAcceptance, together with any Note or Notes subject to such assignment, and will pay a processing fee of $3,000 to the Agent for its own account. The consent Upon such execution, delivery, acceptance and recording of the Swingline Lender Assignment and Acceptance, from and after the Issuing Bank effective date specified therein (such consent not to be unreasonably withheld or delayeda) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee assignee thereunder shall be deemed a party hereto and, to be a Lender party the extent that rights and obligations hereunder have been assigned to this Agreement it pursuant to such Assignment and Acceptance, shall have all the rights and obligations of a such Lender hereunder with a Commitment as set forth in respect thereto and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement (and, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount case of $4,500an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, and the transferor Lender that is a Defaulting such Lender shall pay cease to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (Bparty hereto).

Assignments. Any Lender The Program Agreements are not assignable by any Seller. Subject to Section 37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) and the provisions of this Section 22 (Non assignability) hereof, Administrative Agent and Buyers may at any from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements if (i) an Event of Default has occurred and is continuing, (ii) such assignment is to an Affiliate of Administrative Agent or (iii) such assignment is to any other Person, with (in respect of this clause (iii) and in the absence of an Event of Default) Seller’s prior written consent, not to be unreasonably withheld; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent, each applicable Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Sellers, Administrative Agent and Buyers shall treat each Person whose name is properly recorded in the Register pursuant to the preceding sentence as a Buyer (or Administrative Agent, as applicable) hereunder. Upon such assignment and recordation in the Register and compliance with clause (b) below, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent which assumes the obligations of Administrative Agent and Buyers, as applicable or (ii) another Person approved by Sellers (such approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Sellers shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Sellers; provided, however, that (i) any partial assignment such prospective assignee shall be in an amount at least equal execute a confidentiality agreement reasonably acceptable to $10,000,000 and after giving effect to Sellers, it being understood that such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee agreement shall be deemed acceptable by Sellers if it contains terms at least as restrictive as those set forth in Section 32 hereof, and Administrative Agent and Buyers shall reasonably cooperate with Sellers in enforcing such confidentiality agreement for the benefit of Sellers; provided, further, no Seller shall be subject to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment any additional reporting requirements other than as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Program Agreements.

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the NotesAdministrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower; provided, however, provided that (i) any partial such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment as set forth transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate. In connection with any to the extent of such assignment, the transferor assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is not given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a Defaulting copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall pay deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500, this Credit Agreement and the transferor Lender that is a Defaulting Lender shall pay other Credit Documents are required to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if be performed by it is not as a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender (1) Subject to Section 13.01 and the other terms of this Agreement, the Lenders collectively or individually may at any time assign to one or more Eligible Assignees (each an “Assignee”) assignees all or a portion of its their respective rights and obligations under this Agreement and the Notes(including, without limitation, all or a portion of their respective Commitments); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each no such assignment shall be effected by means made to (A) the Borrower, any other Obligor, any Obligor’s Affiliates or Subsidiaries, (B) to any Non-Funding Lender or any of its Affiliates or Subsidiaries, or (C) to a natural Person. There will be no restrictions on assignments while an Assignment and Assumption AgreementEvent of Default exists. The consent of parties to each such assignment will execute (together with the Swingline Lender Agent) and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any deliver an assignment agreement in respect of a Commitment. Upon execution and delivery the Loan Facility substantially in the form of such instrument and payment by such Assignee Schedule D to such transferor Lender of this Agreement (each, an amount equal “Assignment Agreement”) to the purchase price agreed between Agent and the Agent will deliver such transferor Assignment Agreement to the Borrower. In addition the Borrower will execute such other documentation as a Lender may reasonably request for the purpose of any assignment or participation. The assignor will pay a processing and recording fee of $5,000 to the Agent. After such Assigneeexecution, such Assignee shall be deemed to delivery, acknowledgement and recording in the Register (i) the assignee thereunder will be a Lender party to this Agreement and, to the extent that rights and shall obligations hereunder have all been assigned to it, have the rights and obligations of a Lender with a Commitment as set forth in hereunder and (ii) the assigning Lender thereunder will, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement, other than obligations in respect of which it is then in default, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a corresponding extent, and no further consent or action by any party hereto; provided that such assigning Lender shall continue to be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued entitled to the Assignee benefits of Section 12.01 with respect to facts and such transferor Lender, as appropriate. In connection with any circumstances occurring prior to the effective date of such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the NotesBorrower; provided, however, provided that (i) any partial such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminatedand in integral multiples of $1,000,000 above such amount, holds Loans having an aggregate outstanding principal balance(ii) so long as no Event of Default has occurred and is continuing, no Lender shall assign more than 50% of at least $10,000,000, such Lender's original Commitment and (iiiii) each such assignment shall be effected by means of an Assignment a constant, not varying, percentage of all such Lender's rights and Assumption obligations under this Credit Agreement. The consent Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the Swingline assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and such Assignee, such Assignee the assignee thereunder shall be deemed to be a confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, and any of the transferor Lender shall be released from its obligations hereunder to a corresponding extentother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, and no further consent or action by the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any party shall be required. Upon of the consummation other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (Biii) any Defaulting such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any of other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its Subsidiaries, own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any Personother Credit Document as are delegated to the Agent by the terms hereof or thereof, who, upon becoming together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Lender.

Assignments. Any Lender may may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time and from time to time assign to one any Lender or more Eligible Assignees any affiliate thereof or, with the consent of the Borrower and the Administrative Agent (which in each case shall not be unreasonably withheld), to an “additional bank or financial institution ("an Assignee”") all or a portion any part of its rights and obligations under this Agreement and the Notes; providedother Loan Documents pursuant to an Assignment and Acceptance, howeversubstantially in the form of Exhibit E, executed by such Assignee, such assigning Lender (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Borrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, (i) in the case of any partial such assignment to an additional bank or financial institution, the sum of the aggregate principal amount of the Commitment being assigned shall not be in an amount at least equal to less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, Administrative Agent) and (ii) each any such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent may, but need not, include rights of the Swingline assigning Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a CommitmentCompetitive Loans. Upon execution such execution, delivery, acceptance and delivery of such instrument recording, from and payment by such Assignee after the effective date determined pursuant to such transferor Lender of an amount equal Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the purchase price agreed between extent provided in such transferor Lender Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Assumption AgreementAcceptance, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement (and, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount case of $4,500an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, and the transferor Lender that is a Defaulting such assigning Lender shall pay cease to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (Bparty hereto).

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “"Assignee”") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to ws4E6.tmp 37 another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans a Note having an aggregate outstanding principal balance, of at least $10,000,0005,000,000.00, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)subsidiaries.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Eligible Assignee shall not be an Affiliate of Borrower or Guarantor and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a an Individual Loan Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)Section 11.15 and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new substitute Notes are issued to the Assignee and such transferor LenderLender by Borrower, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,5004,500.00 for the account of Administrative Agent. The Assignee, if it is not a Lender, shall deliver Notwithstanding anything herein to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstandingcontrary, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, any Loan Party or any of its their respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)affiliates.

Assignments. Any Lender may at any time The Borrower shall not have the right to assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement or any interest therein. The Lender may not assign its rights or delegate its obligations under the Bond or this Agreement except as permitted by this Agreement and the Notes; provided, however, that Bond. The Bond may be transferred by Lender if Lender delivers the following to Issuer: (i) any partial assignment shall be in an amount at least equal opinion of nationally recognized bond counsel to $10,000,000 Issuer to the effect that such transfer and after giving effect to such assignment reregistration will not violate the assigning Lender retains a Commitment, registration requirements of federal or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000State securities laws, and (ii) each such assignment an investment letter in substantially the same form as delivered to Issuer by Lender on the Closing Date executed by the proposed new owner of the Bond. Any attempt by Lender to transfer any interest in the Bond to any other person shall be effected by means of an Assignment void, and Assumption Agreementin such event Lender shall defend, indemnify and hold harmless the Issuer against any claims relating to any such transfer. The consent In no event shall any transfer of the Swingline Lender and Bond result in the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a CommitmentBond being owned by more than one owner. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal In addition to the purchase price agreed between foregoing, no such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to transfer of the Bond or assignment of this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor by Lender shall be released effective unless and until Issuer and Borrower shall have received notice of the transfer or assignment disclosing the name and address of the assignee or subassignee. Upon receipt of notice of assignment, Borrower will reflect in a book entry the assignee designated in such notice of assignment, and shall agree to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Issuer and Borrower may from time to time have against Lender or the assignee. Borrower agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by Lender or its obligations hereunder assignee to protect their interest in the Collateral and in this Agreement. Notwithstanding the foregoing, Lender agrees that it will not make any such assignment or transfer under this section to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation direct competitor of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the without Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)'s express written consent.

Assignments. Any Lender may at any time may, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, such Lender’s Commitment (or any portion or element thereof), the Loans, the Notes and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of the Borrower and the Notes; providedAdministrative Agent for any assignment shall not be required if (i) a Default or an Event of Default is continuing, however(ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as a Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such assignment). Notwithstanding anything to the contrary herein, that the Lenders and the Administrative Agent shall not be permitted to make an assignment to a Competitor unless (i) any partial Event of Default other than an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing and the Administrative Agent and/or the Lenders have declared the outstanding principal amount of all or any portion of the outstanding Loans and other Obligations to be due and payable in accordance with Section 7.03(b), (ii) an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred or (iii) the Borrower has consented to such assignment. No assignment pursuant to the immediately preceding sentences to an institution other than another Lender shall be in an aggregate amount at least equal to $10,000,000 less than (unless the entire Commitment and after giving effect to such assignment outstanding Loans of the assigning Lender retains is so assigned) $5,000,000. If any Lender so sells or assigns all or a Commitmentpart of its rights hereunder or under the Notes, any reference in this Agreement or if the Commitments have been terminatedNotes to such Lender shall thereafter refer to said Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, holds Loans having an aggregate outstanding principal balance, to the extent of at least $10,000,000, and (ii) each such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this paragraph (b) shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline assigning Lender and the Issuing Bank assignee Lender executing an Assignment Agreement (such consent not to be unreasonably withheld or delayed) an “Assignment Agreement”), which Assignment Agreement shall be required for any assignment substantially in respect the form of a CommitmentExhibit C (appropriately completed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to At the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation time of any assignment pursuant to this subsection paragraph (cb), this Agreement shall be deemed to be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and the Borrower shall, if requested in writing by the assignee or assigning Lender, issue new Notes to the respective assignee and to the assigning Lender (if it shall maintain any Commitment following such assignment) in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this paragraph (b), the transferor Lender, the Administrative Agent and the Borrower assigning Lender shall make appropriate arrangements so the new Notes are issued be relieved of its obligations hereunder with respect to the Assignee and such transferor Lender, as appropriateits assigned Commitment. In connection with any such assignment, the transferor Lender that is not a Defaulting applicable Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender Borrower agree to execute such documents (including amendments to this Agreement and the other Credit Documents) as shall pay be reasonably necessary to effect the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500foregoing. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything Nothing in this Section Agreement shall prevent or prohibit any Lender from pledging the Notes or Loans to the contrary notwithstanding, no a Federal Reserve Bank in support of borrowings made by such Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)from such Federal Reserve Bank.

Assignments. Any Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its The rights and obligations under this Agreement estate of any party hereto may be assigned from time to time in whole or in part and as to any horizon, subject to the Notes; providedwritten consent of the Lessor. Lessor’s consent shall not be unreasonably withheld, conditioned or delayed. Provided, however, that (i) any partial consent from the Lessor shall not be required in the event of an assignment shall be in by Lessee: to an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitmentaffiliate, subsidiary, or if internal partner, joint venture partners or in consequence of a merger or amalgamation. All of the Commitments have been terminatedcovenants, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000obligations, and considerations of this Lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. No assignment by Lessee (iior any assignee of Lessee) each such assignment of all or any part of or interest in this Lease shall be effected by means relieve Lessee (or any assignee of an Assignment and Assumption AgreementLessee) of any liability for breach of any covenant, warranty or other obligation of Lessee hereunder, whether theretofore or thereafter accrued. The consent Each assignee of all or any portion of the Swingline Lender and the Issuing Bank (such consent not rights of Lessee hereunder agrees to be unreasonably withheld or delayed) shall be required for any assignment in respect bound by the provisions of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal this lease to the purchase price agreed between same extent as if such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender assignee were an original party to this Agreement and shall have all the rights and obligations Lease. Notwithstanding any assignment by Lessee of a Lender with segregated portion of this Lease, default by Lessee or any assignee or subassignee of Lessee in any covenant or condition in this Lease shall constitute default as to the entire Lease. Lessee shall notify Lessor of such assignment and furnish Lessor a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation true copy of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriateassignment. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the BorrowerUntil Lessee, or any assignee of Lessee, has given Lessor written notice of the assignment by such Lessee or assignee of Lessee of all its respective Affiliates right and interest under this lease, all notices to Lessee hereunder may be given to the Lessee named herein, despite the assignment of part of the Lease. No change or Subsidiaries division in the ownership of the Leased Premises, royalties, or (B) any Defaulting Lender or any of its Subsidiariesother moneys, or any Personpart thereof, whohowsoever affected, upon becoming a Lender hereundershall increase the obligations or diminish the rights of Lessee, would constitute including, but not limited to, the location and drilling of xxxxx and the measurement of production. Notwithstanding any other actual or constructive knowledge or notice thereof to Lessee, its successors or assigns, no change or division in the ownership of the foregoing Persons described Leased Premises or of the royalties or other moneys, or the right to receive the same, howsoever effected, shall be binding upon the then record owner of this Lease until thirty (30) days after there has been furnished to such record owner at his or its principal place of business by Lessor or Lessor’s heirs, successor, or assigns, notice of such change or division, supported by either originals or copies of the instruments which have been properly filed for record and which evidence such change or division, and of such court records and proceedings, transcripts, or other documents as shall be necessary in this clause (B)the opinion of such record owner to establish the validity of such change or division. If any such change in ownership occurs by reason of the death of the Lessor, Lessee may nevertheless pay or tender such royalties or other moneys, or part thereof, to Lessor or Lessor’s estate.

Assignments. Any Lender Each Lender, with the written consent of the Agent, which shall not be unreasonably withheld, which shall be evidenced on the notice in the form of Exhibit D-1 hereto, may at any time assign pursuant to one or more Eligible Assignees (each an “Assignee”) Assignment and Assumption Agreement substantially in the form of Exhibit D-2 hereto all or a portion of its rights and obligations under Loans or Notes hereunder pursuant to this Agreement and the Notesclause (b)(i) to an Eligible Assignee; provided, however, that (i) any partial such assignment shall be in an amount equal to at least equal $1,000,000 or such Lender’s remaining Loans or Notes if less than $1,000,000. Any assignment pursuant to $10,000,000 and this clause (b)(i) will become effective no later than five Business Days after giving effect to such assignment the Agent’s receipt of (1) a written notice in the form of Exhibit D-1 hereto from the assigning Lender retains and the assignee Lender and (2) a Commitmentprocessing and recordation fee of $2,000 from the assigning Lender in connection with the Agent’s recording of such sale, assignment, transfer or negotiation; provided, that such fee shall only be payable if the Commitments have been terminated, holds Loans having assignment is between a Lender and a party that is not a Lender or its Subsidiary or Affiliate prior to the assignment. The Borrower shall issue new Notes to the assignee in conformity with Section 2.6 and the assignor shall return the old Notes to the Borrower. Such new Notes shall be in an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between aggregate principal amount of such transferor Lender and such Assigneesurrendered Notes, such Assignee shall be deemed dated the effective date of the Assignment and Assumption Agreement and shall otherwise be in substantially the form of the assigned Notes delivered to the assigning Lender; provided, that if such surrendered Notes shall be in respect of Tranche C Term Loans, the Borrower shall issue and deliver such new Tranche C Term Note in an aggregate principal amount as calculated by giving effect to the operation of Section 2.10(d). Upon the effectiveness of any assignment in accordance with this clause (b)(i), the assignee thereunder will become a Lender party to “Lender” for all purposes of this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreementother Credit Documents and, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any extent of such assignment, the transferor assigning Lender that is not a Defaulting Lender, shall pay be relieved of its obligations hereunder with respect to the Administrative Loans or Notes being assigned. The Agent an administrative fee for processing such assignment shall maintain at its address specified in Annex V hereto a copy of each Assignment and Assumption Agreement delivered to and accepted by it and a register in which it shall record the names and addresses of the Lenders and the Loan Amount of, and principal amount of the Obligations owing to, each Lender from time to time (the “Register”) taking into account, with respect to Tranche C Term Loans, the operation of Section 2.10(d). The entries in the amount of $4,500Register shall be conclusive and binding for all purposes, absent manifest error, and the transferor Lender that Credit Parties, the Agent and the Lenders may treat each Person whose name is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment recorded in the amount Register as a Lender hereunder for all purposes of $7,500this Agreement and the other Credit Documents. The Assignee, if it is not a Lender, Register shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be available for inspection by it hereunder to (A) the Borrower, the Agent or any of its respective Affiliates or Subsidiaries or (B) Lender at any Defaulting Lender or any of its Subsidiaries, or any Person, who, reasonable time and from time to time upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)reasonable prior notice.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees financial institutions (each an “"Assignee”") all all, or a portion proportionate part of all, of its rights and obligations under this Agreement Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument, in substantially the form of Exhibit 11.03(a) (an "Assignment and Acceptance"), executed by such Assignee and such transferor Lender, with (and subject to) the signed consent (which consent shall not be unreasonably withheld) of the Parent, the Borrower, the Administrative Agent and the NotesL/C Issuer; provided, however, provided that (i) the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any partial assignment shall be Lender to an Affiliate of such Lender, to another Lender, a Federal Reserve Bank or, in an amount at least equal the case of a Lender that is a fund that invests in bank loans, to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitmentfund under common management, or if advised by the Commitments have been terminated, holds Loans having same investment adviser (or Affiliate thereof) (an aggregate outstanding principal balance, of at least $10,000,000, "Approved Fund") and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The the aforementioned consent of the Swingline Lender Parent and the Issuing Bank (such consent Borrower shall not to be unreasonably withheld or delayed) shall be required for any assignment in respect if there shall have occurred an Event of a CommitmentDefault that is continuing. Upon execution and delivery of such instrument an Assignment and Acceptance and payment by such Assignee to such transferor transferring Lender of an amount equal to the purchase price agreed between such transferor transferring Lender and such AssigneeAssignee and payment by the transferring Lender or the Assignee of an assignment fee of $3,500 to the Administrative Agent (provided that only one such fee shall be payable in the event of simultaneous transfers to two or more funds that invest in bank loans and are Approved Funds as to each other), such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment or an outstanding Loan as set forth in such Assignment and Assumption AgreementAcceptance, and the transferor transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any Revolving Credit Loans, Term Loan A Loans and Term Loan B Loans may be assigned separately and not pro rata. Any assignment pursuant to this subsection (c), Section 11.03 shall become effective upon the transferor Lender, recording thereof in the written records maintained by the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued pursuant to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B11.01(b).

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a an Individual Loan Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)Section 11.15 and if requested by the transferee Lender and/or the transferor 110 Lender, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new substitute Notes are issued to the Assignee and such transferor LenderLender by Borrower, as appropriateprovided that Borrower shall only be responsible for the payment of its own costs up to $15,000 and any costs incurred in excess of $15,000 (when aggregated with those incurred pursuant to Section 11.20) shall be reimbursed pro rata by the Lenders. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,5004,500.00 for the account of Administrative Agent. The AssigneeNotwithstanding anything contained herein to the contrary, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no any Lender may assign assigns or participate participates any interest in any Loan held by it hereunder to the Borrower, any Loan Party or any of their respective affiliates then such Borrower, Loan Party or affiliate Assignee shall (A) have no right to vote on, or consent to, any action taken by the Borrower, the Administrative Agent or any of its respective Affiliates or Subsidiaries or the Lenders in connection with the Loan, (B) not, in any Defaulting Lender event or circumstance, be a successor Administrative Agent, (C) shall have no voting or consent rights whatsoever as a participant pursuant to any of its Subsidiariesparticipation agreement or otherwise, or any Person, who, upon becoming a Lender hereunder, would constitute any (D) the percentage of the foregoing Persons described Loan that is owned by such Assignee shall not be included for the purpose of any calculations of percentages under the Loan Documents (other than calculations relating to the distribution of payments of principal, interest and other amounts payable by Borrower and the other Loan Parties pursuant to the Loan Documents; provided, however, that during the continuance of an Event of Default, the proviso in this clause parenthetical shall not apply and such Assignee shall not receive any such payments) and (B)E) the Additional Borrower Debtholder Restrictions shall apply. An Assignee shall not be entitled to receive any greater payment under Subsection 2.5(c)(vi) or (viii) than the applicable assigning Lender would have been entitled to receive with respect to the interest assigned to such Assignee, unless the assignment of the interest to such Assignee is made with the Borrower’s prior written consent. Each Assignee agrees, for the benefit of the Borrower, to comply with Section 2.5(c)(v)(F) once it becomes a Lender.

Assignments. Any The Lender may may, in the ordinary course of its ----------- business and in accordance with applicable law, at any time assign to one or more Eligible Assignees parties (each an “Assignee”"Purchasers") all or a portion any part of its rights and obligations under this Agreement the Loan Documents. The Borrower, the Guarantor and the NotesLender hereby agree to execute any amendment and/or any other document that may be necessary to effectuate such an assignment. Such documents shall be in form and substance reasonably acceptable to the Borrower, the Guarantor and the Lender. Such assignment shall be evidenced by a form provided by the Lender (to be supplied upon request). The consent of the Borrower shall be required prior to an assignment becoming effective with respect to a Purchaser that is not a Lender or an affiliate thereof; provided, however, that (i) if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Upon delivering to the Borrower a notice of assignment, together with any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitmentrequired consent, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means become effective on the effective date specified in such notice of an Assignment assignment. On and Assumption Agreement. The consent of after the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery effective date of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassignment, such Assignee Purchaser shall be deemed to for all purposes be a Lender party to this Agreement the other Loan Documents and shall have all the rights and obligations of a Lender with a Commitment under the Loan Documents, to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentif it were an original party hereto, and no further consent or action by any party the Borrower shall be requiredrequired to release the Lender with respect to the percentage of the Commitment and Loans assigned to such Purchaser. Upon the consummation of any such assignment pursuant to this subsection (c)a Purchaser, the transferor Lender, the Administrative Agent Lender and the Borrower shall shall, if the Lender or the Purchaser desires, make appropriate arrangements so the that new Notes or, as appropriate, replacement Notes, are issued to the Assignee Lender and such transferor LenderPurchaser, in each case in principal amounts reflecting their respective Commitments, as appropriate. In connection with any adjusted pursuant to such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender A Bank may at any time assign to one or more Eligible Assignees (each an “"Assignee”") with the written consent of Borrower (other than during the existence of an Event of Default) and of Administrative Agent (at all times), which consent shall not be unreasonably withheld (provided that no written consent shall be required for an Eligible Assignee that is an Affiliate of such assignor Bank) all or a portion part of its Pro Rata Share of the Line of Credit and the other rights and obligations under this Agreement of such assignor Bank hereunder with respect to the Committed Loans and the NotesLine of Credit (excluding, however, its interest in any outstanding Bid Loans), in a minimum amount (with respect to such Bank's Commitment) of $5,000,000; provided, however, that no such assignment (iother than an assignment of the assignor Bank's entire remaining Commitment) any partial assignment shall be permitted if the effect thereof is to cause the remaining Commitment of the assignor Bank to be less than $15,000,000, and no assignment may be made of any outstanding Committed Loan except in connection with an amount at least equal to $10,000,000 and after giving effect to such assignment of a corresponding proportional share of the assigning Lender retains a assignor Bank's Commitment, or if the Commitments have been terminatedand provided further that so long as no Event of Default has occurred and is continuing, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each no such assignment shall be effected permitted for BofA so long as BofA remains the Administrative Agent if the effect of such assignment is to cause the remaining Commitment of BofA to be less than $20,000,000. However, such assignment shall be conditioned on, and Borrower and Administrative Agent may continue to deal solely and directly with such assignor Bank until, (i) written notice of such assignment, substantially in the form of the attached Exhibit F shall have been given to Borrower and Administrative Agent by means of such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to Administrative Agent and Borrower an Assignment and Assumption Agreement. The consent Agreement substantially in the form of the Swingline Lender and the Issuing Bank attached Exhibit G (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such "Assignment and Assumption Agreement, ") (together with any Note(s) subject to such assignment); and (iii) the transferor Lender shall Assignor has paid (or caused to be released from its obligations hereunder paid) to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative processing fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)5,000.

Assignments. Any Each Lender may at any time assign (each, an "Assignment") to one or more Eligible Assignees (each each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including all or a portion of such Lender's Term Loan and Term Notes, as the Notescase may be). Such Assignment may be made without the consent of the Borrowers but shall require the consent of the Agent (not be unreasonably withheld); provided, however, that (i) an assignment to a Person that is a competitor of any partial assignment Borrower or Guarantor hereunder with respect to the business operated by such Borrower or Guarantor or any Affiliate of any such competitor shall require the consent of Borrowers, which consent shall not be in an amount at least equal to $10,000,000 and after giving effect to unreasonably withheld. In connection with any such assignment Assignment, the assigning Lender retains a Commitmentand the Assignee shall execute and deliver to the Agent an Assignment Agreement, or if in the Commitments have been terminatedform of Exhibit 11.4(b) (each, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000"Assignment Agreement"), and (ii) each a $3,500 Assignment Fee payable to Agent. Upon its receipt of a duly executed and completed Assignment Agreement, Agent shall record the information contained in such assignment Assignment Agreement in the Register, shall be effected by means give prompt notice thereof to the Borrowers and shall maintain a copy of such Assignment Agreement in its Principal Office. From and after the effective date of an Assignment and Assumption Agreement. The consent of Assignment, the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed a party hereto and, to be a Lender party the extent of the interest assigned pursuant to this Agreement and shall the Assignment, have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption lender under this Agreement, and the transferor assigning Lender shall shall, to the extent of the interest assigned, be released from its obligations hereunder under this Agreement. Each Borrower hereby consents to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation disclosure of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In information obtained by Lender in connection with this Agreement, provided any such assignmentPerson shall agree to keep any such information confidential, the transferor to any Person to which Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrowersells, or any of proposes to sell, its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its SubsidiariesTerm Loan, or Term Notes; provided any Person, who, upon becoming a Lender hereunder, would constitute such Person shall agree to keep any of the foregoing Persons described in this clause (B)such information confidential.

Assignments. (h) Each Seller Party, the Agent and each Purchaser hereby agree and consent to the complete or partial assignment by any Company of all or any portion of its rights under, interest in, title to and obligations under this Agreement to any Funding Source pursuant to any Funding Agreement or to any other Person, and upon such assignment, such Company shall be released from its obligations so assigned. Further, each Seller Party, the Agent and each Purchaser hereby agree that any assignee of any Company of this Agreement or of all or any of the Purchaser Interests of any Company shall have all of the rights and benefits under this Agreement as if the term “Company” explicitly referred to and included such party (provided that (i) the Purchaser Interests of any such assignee that is a Company or a commercial paper conduit shall accrue CP Costs based on such Company’s Company Costs or on such commercial paper conduit’s cost of funds, respectively, and (ii) the Purchaser Interests of any other such assignee shall accrue Yield pursuant to Section 4.1), and no such assignment shall in any way impair the rights and benefits of any Company hereunder. Neither any Seller nor any Servicer shall have the right to assign its rights or obligations under this Agreement. Any Lender Financial Institution may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “AssigneePurchasing Financial Institutions”) all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of the Company in such selling Financial Institution’s Purchaser Group and the Notesconsent of the Administrative Seller shall be required prior to the effectiveness of any such assignment; provided, however, that in the event the Administrative Seller fails to consent to any proposed Purchasing Financial Institution during the thirty (30) day period following the Administrative Seller’s initial receipt of a request for its consent to any such assignment, only the consent of the Company in such selling Financial Institution’s Purchaser Group shall thereafter be required with respect to any such assignment. Each assignee of a Financial Institution must (i) any partial assignment shall be in an amount at least equal to $10,000,000 have a short-term debt rating of A-1 or better by Standard & Poor’s Ratings Group and after giving effect to such assignment the assigning Lender retains a CommitmentP-1 by Xxxxx’x Investor Service, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, Inc. and (ii) each agree to deliver to the Agent, promptly following any request therefor by the Agent or the Company in such assignment selling Financial Institution’s Purchaser Group, an enforceability opinion in form and substance satisfactory to the Agent and such Company (such opinion may be delivered by in-house counsel of such assignee). Upon delivery of the executed Assignment Agreement to the Agent, such selling Financial Institution shall be effected by means of an Assignment and Assumption Agreement. The consent of released from its obligations hereunder to the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery extent of such instrument and payment by such Assignee to such transferor Lender of an amount equal to assignment. Thereafter the purchase price agreed between such transferor Lender and such Assignee, such Assignee Purchasing Financial Institution shall be deemed to for all purposes be a Lender Financial Institution party to this Agreement and shall have all the rights and obligations of a Lender with Financial Institution (including, without limitation, the applicable obligations of a Commitment Related Financial Institution) under this Agreement to the same extent as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party Seller, the Purchasers or the Agent shall be required. Upon FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Each of the consummation Financial Institutions agrees that in the event that it shall cease to have a short-term debt rating of any assignment pursuant to this subsection A-1 or better by Standard & Poor’s Ratings Group and P-1 by Xxxxx’x Investor Service, Inc. (cor, solely in the case of CLNY, a short-term debt rating of A-2 or better by Standard & Poor’s Ratings Group and P-2 by Xxxxx’x Investor Service, Inc.) (an “Affected Financial Institution”), such Affected Financial Institution shall be obliged, at the transferor Lenderrequest of the Company in such Affected Financial Institution’s Purchaser Group or the Agent, the Administrative Agent to assign all of its rights and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it obligations hereunder to (Ax) another Financial Institution in such Affected Financial Institution’s Purchaser Group or (y) another funding entity nominated by the BorrowerAgent and acceptable to the Company in such Affected Financial Institution’s Purchaser Group, or any and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Financial Institution; provided that the Affected Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Financial Institution’s Pro Rata Share of the Aggregate Capital and Yield owing to the Financial Institutions in such Affected Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any Pro Rata Share of the foregoing Persons described Purchaser Interests of the Financial Institutions in this clause (B)such Affected Financial Institution’s Purchaser Group.

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and ----------- obligations under this Agreement hereunder (including, without limitation, all or a portion of its Commitments or its Loans), pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to (i) a Lender, (ii) an affiliate of a Lender or ---------------- (iii) any other Person (other than the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (the consent of the Borrower shall not be unreasonably withheld or delayed and such consent shall be deemed given if the Borrower does not notify the assigning Lender and the NotesAdministrative Agent of any objection within two Business Days after the Borrower has been provided notice of the proposed assignment by the assigning Lender or the Administrative Agent); provided, however, provided that (i) any partial such assignment -------- (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender's rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor Lender . Any assignment hereunder shall be released effective upon delivery to the Administrative Agent of written notice of the assignment, together with (except in the case of an assignment to an affiliate of the assigning Lender) a transfer fee of $3,500 payable to the Administrative Agent for its own account, from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon after the consummation later of any (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate. In connection with any to the extent of such assignment, the transferor assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is not given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a Defaulting copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall pay deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500, this Credit Agreement and the transferor Lender that is a Defaulting Lender shall pay other Credit Documents are required to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if be performed by it is not as a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) banks or other entities all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Notesany Notes held by it); provided, however, that (i) any partial each such assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains of a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement and shall involve a ratable assignment of such Lender’s Commitment and such Lender’s Advances, (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent subject to Borrower’s written consent, not to be unreasonably withheld or delayeddelayed (unless an Event of Default then exists or an event under Section 8.01(a) or (f), in which event the Borrower shall be required have no such approval right), (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for any assignment its acceptance and recording in respect of a Commitment. Upon execution the Register, an Assignment and delivery of such instrument and payment by such Assignee Acceptance, together with the Notes subject to such transferor Lender assignment, (iv) the consent of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party Initial Lenders shall be required. Upon the consummation of any assignment pursuant , which consent shall not be unreasonably withheld or delayed, (v) no such assignments shall be made to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so or its Affiliates or any of their respective subsidiaries or any natural Person and (vi) the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assigneerelevant assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such additional lender by the Administrative QuestionnaireAgent and (2) any tax documentation required under Section 2.11. Anything Upon such execution, delivery, acceptance and recording, from and after the effective date specified in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to each Assignment and Acceptance (A) the Borrowerassignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its respective Affiliates rights under the Credit Documents, including to any Federal Reserve Bank or Subsidiaries or (B) other central bank, and this Section shall not apply to any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)such assignment.

Assignments. Any Each Lender may at shall have the right to sell, assign or ----------- transfer all or any time assign part of such Lender's Notes, commitment to make Loans and rights and obligations relating to Letters of Credit and the associated rights and obligations under all Loan Documents to one or more Eligible Assignees purchasers; provided, (i) each such sale, assignment, or transfer shall be with the consent of Borrower and the consent of Administrative Agent, which in each case will not be unreasonably withheld, (ii) no such consent of the Borrower shall be required if an “Assignee”Event of Default exists, and (iii) any such sale, assignment or transfer shall be pro rata among the Commitments. The assignee, transferee or recipient shall have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Notes, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders or Majority Lenders and the obligation to fund its Percentage Share of any Loans and payments made under Letters of Credit. Each Lender in making each such sale, assignment, or transfer must dispose of a pro rata portion of each Loan made by such Lender and such Lender's LC Obligations, each such sale, assignment or transfer shall be in a principal amount not less than $5,000,000 (except assignments to Affiliates of Administrative Agent or any Lender which may be in an amount equal to or greater than $1,000,000) and no Lender may offer to sell its rights Notes and obligations under Loans or interests therein in violation of any securities laws. No such assignment shall become effective until (i) the assigning Lender delivers to Administrative Agent copies of all written assignments and other documents evidencing any such assignment or related thereto and an Agreement to be Bound in the form of Exhibit H, providing for the assignee's ratification and --------- agreement to be bound by the terms of this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, other Loan Documents and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and Administrative Agent shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released received from its obligations hereunder to a corresponding extent, and no further consent assignor or action by any party shall be required. Upon the consummation of any assignee an assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender 3,500. Within five (5) Business Days after its receipt of notice that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee has received copies of any assignment and the other documents relating thereto, the assignee shall notify Borrower of the outstanding principal balance of the Notes payable to such Lender and shall execute and deliver to Administrative Agent (for processing delivery to the relevant assignee) new Notes evidencing such assignment assignee's assigned Loans and, if the assignor Lender has retained a portion of its Loans, replacement Notes in the principal amount of $7,500. The Assigneethe Loans retained by the assignor Lender (such Notes to be in exchange for, if it is but not a in payment of, the Notes held by such Lender, shall deliver to the Administrative Agent an Administrative Questionnaire). Anything in this Section 10.11 to the contrary notwithstanding, no any Lender may at any time, without the consent of Borrower or Administrative Agent, assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, and pledge all or any portion of its respective Affiliates or Subsidiaries or Commitments and the Loans owing to it to any Federal Reserve Bank (Band its transferees) as collateral security pursuant to Regulation A and any Defaulting Operating Circular issued by the Federal Reserve Bank. No such assignment shall release the assigning Lender or any of from its Subsidiaries, or any Person, who, upon becoming a Lender obligations hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of the Administrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the Notes; providedRevolving Commitment) and, howeverso long as no Event of Default exists, that the Borrowers (i) which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any partial such assignment shall be in an a minimum aggregate amount at least equal to $10,000,000 5,000,000 or, if less, the remaining Commitment and after giving effect Loans held by the assigning Lender. The Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 from the assigning Lender or the Assignee. No assignment may be made to any Person if at the time of such assignment the assigning Lender retains a Commitment, Borrowers would be obligated to pay any greater amount under Sections 7.6 or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued 8 to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, than the transferor Lender that is not a Defaulting Lender, shall Borrowers are then obligated to pay to the Administrative Agent an administrative fee for processing assigning Lender under such Sections (and if any assignment is made in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any violation of the foregoing Persons described foregoing, the Borrowers will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this clause (B).Section

Assignments. Any Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that (ia) any partial except in the case of an assignment shall be of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or, in the case of an assignment to a Lender or a Lender Affiliate, the aggregate amount at least equal 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 Lender subject to $10,000,000 each such assignment (determined as of the date on which the Assignment and after giving effect Acceptance with respect to such assignment is delivered to the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least Administrative Agent) shall not be less than $10,000,000, and (ii) 2,500,000 unless each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Issuing Bank Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be required for any made as an assignment in respect of a Commitment. Upon execution and delivery proportionate part of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned, provided, however, that nothing contained herein shall restrict any Lender from making a non pro-rata assignment of its Loans; (c) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as set forth in such Assignment an Eligible Assignee); and Assumption Agreement, (d) the parties to each assignment shall execute and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay deliver to the Administrative Agent an administrative Assignment and Acceptance, together with a processing and recordation fee for processing such assignment in the amount of $4,5003,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Eligible Assignee, if it is shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 16.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Section Credit Agreement and, to the contrary notwithstanding, no Lender may assign or participate any extent of the interest in any Loan held assigned by it hereunder to (A) such Assignment and Acceptance have the Borrower, or any rights and obligations of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunderunder this Credit Agreement, would constitute any and the assigning Lender thereunder shall, to the extent of the foregoing Persons described interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this clause (BCredit Agreement, such Lender shall cease to be a party hereto), provided that the assigning Lender shall continue to be entitled to the benefits of Sections 6.2.2, 6.6, 6.8, 6.9 and 17.3 with respect to facts and circumstances occurring prior to the effective date of such assignment and shall continue to be liable for obligations accrued prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 16.4.

Assignments. Any Lender may at any time Each Participant may, with the prior written consent of the Representative, the Administrative Agent and the Agent Lessor (which consents shall not be unreasonably withheld), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder pursuant to an assignment agreement substantially in the form of Exhibit F to one or more Eligible Lender Assignees, with respect to Lender Commitments and the Notes; providedLoans, howeverand/or Eligible Lessor Assignees with respect to Lessor Commitments and Lessor Amounts, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected of a constant, not varying, percentage of all of the assigning Participant's rights and obligations under the Operative Documents. In the case of assignments made by means a Lender, any such assignment shall be in a minimum aggregate amount of an Assignment $5,000,000 of its Loan Commitment (or the balance of such Loan Commitment, if less) and Assumption Agreementthe aggregate remaining Loan Commitment of the assigning Lender shall, after giving effect to the proposed assignment, be at least $5,000,000 or if less, zero. In the case of assignments made by a Lessor, any such assignment shall be in a minimum aggregate amount of $1,000,000 of its Lessor Commitment (or the balance of such Lessor Commitment, if less) and the aggregate remaining Lessor Commitment of the assigning Lessor shall, after giving effect to the proposed assignment, be at least $1,000,000 or if less, zero. Any assignment hereunder shall be effective upon delivery to the Administrative Agent and the Agent Lessor of written notice of the assignment together with a transfer fee of $2,500 payable by the assignor Participant or the assignee Participant to the Administrative Agent for its own account. The assigning Participant will give prompt notice to the Administrative Agent of any such assignment. Upon the effectiveness of any such assignment (and after notice to and consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor LenderLessee, the Administrative Agent and the Borrower Agent Lessor, as provided herein), the assignee shall make appropriate arrangements so become a "Lender" or "Lessor", as the new Notes are issued case may be, for all purposes of the Operative Documents and, to the Assignee and such transferor Lender, as appropriate. In connection with any extent of such assignment, the transferor Lender that is not a Defaulting Lender, assigning Participant shall pay be relieved of its obligations hereunder to the extent of the Loans or Lessor Amounts, as the case may be, and Commitment components being assigned. The Administrative Agent an administrative fee for processing agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment their respective interests substantially in the amount form of $7,500the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). The Assignee, if it is Representative shall not a Lender, shall deliver to the Administrative Agent be responsible for any costs or expenses incurred by any Participant in connection with an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, assignment of all or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described rights and obligations in connection with an assignment pursuant to this clause (B)Section 12.1.

Assignments. Any Lender may with the prior written consent of the Administrative Agent (such approval not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 15,000,000, and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,00015,000,000, (ii) if the assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee or another Lender (iior Affiliate thereof) provided that unless a Default shall have occurred and is continuing, in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the Borrower’s prior written approval) and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not 4,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender, shall deliver to the Administrative Agent an Administrative Questionnaire). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries Subsidiaries. From the later to occur of (i) ninety (90) days following the Effective Date and (ii) the date upon which the Commitment of Administrative Agent has been reduced, through one or (B) any Defaulting more assignments, to $150,000,000, the costs and expenses of Administrative Agent and each Lender or any and Assignee in connection with such participation shall be at the sole cost and expense of such parties; prior thereto, such costs shall be payable by Borrower. Administrative Agent, acting for this purpose as a non-fiduciary of Borrower, shall maintain at one of its Subsidiariesoffices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, or any Personand the Commitment of, whoand principal amount (and stated interest) of the Loans owing to, upon becoming each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunderhereunder for all purposes of this Agreement, would constitute notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the foregoing Persons described in this clause Internal Revenue Code and any related regulations (Band any other relevant or successor provisions of the Internal Revenue Code or such regulations).

Assignments. Any Each Lender may at make assignments to any time Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the re-assignment back to it free of any interests of the Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, that Credit Documents so long as (i) the assignor Lender and Assignee execute and deliver to the Administrative Agent, the LC Issuing Bank and the Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required by the Borrower if an Event of Default has occurred and is continuing) an assignment shall and assumption agreement in substantially the form of Exhibit E (an "ASSIGNMENT") and pay to the Administrative Agent a processing fee of $1,000 (which payment obligation is the sole liability, joint and several, of that Lender and Assignee), (ii) the assignment must be in an amount at least equal to for a minimum total Revolving Commitment or outstanding Term Borrowing of $10,000,000 and after giving effect to such assignment 5,000,000, and, if the assigning assignor Lender retains any Revolving Commitment or outstanding Term Borrowings, as the case may be, it must be a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, minimum total Commitment of at least $10,000,000, and (iiiii) each such the conditions for that assignment shall be effected by means of an set forth in the applicable Assignment and Assumption Agreementare satisfied. The consent of Effective Date in each Assignment must (unless a shorter period is agreed to by the Swingline Borrower and the Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so for acceptance. Once such Assignment is accepted by the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignmentAdministrative Agent, the transferor Lender that is not a Defaulting Lender, shall pay to LC Issuing Bank and the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500Borrower, and subject to all of the transferor Lender that is a Defaulting Lender shall pay to 76 70 following occurring, then, on and after the Administrative Agent an administrative fee for processing such assignment Effective Date stated in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the BorrowerAssignee automatically shall become a party to this Agreement and, or any to the extent provided in that Assignment, shall have the Rights and obligations of its respective Affiliates or Subsidiaries or a Lender under the Credit Documents, (B) any Defaulting Lender or any in the case of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any an Assignment covering all of the foregoing Persons remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender shall cease to be a party to the Credit Documents, (C) the Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this Agreement following the transfer, (D) upon delivery of the Notes under clause (C) the assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be automatically amended to reflect the name, address, telecopy number and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and the Administrative Agent shall prepare and circulate to the Borrower, the LC Issuing Bank and the Lenders an amended Schedule 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal of and interest on the Obligations may be made only in accordance with this clause (B)Section.

Assignments. Any Lender may Each Obligor hereby agrees that Bank, in its sole discretion, shall have the unrestricted right at any time and from time to time, upon thirty (30) days’ prior written notice to Borrower but without the consent of Borrower and any other Obligor, to assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under hereunder to one or more banks or other financial institutions (each, an “Assignee”), and in the event of any such assignment to an Assignee, each Obligor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other Financing Agreements, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new Notes; provided, howeveras applicable, that (i) to any partial assignment such Assignee and, if Bank has retained any of its rights and obligations following such assignment, to Bank, which new Notes shall be issued in an replacement of, but not in discharge of, the Obligations evidenced by the Notes held by Bank prior to such assignment which are being replaced and shall reflect the amount at least equal to $10,000,000 of any Loan held by such Assignee and Bank after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitmentassignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such instrument assignment, and the payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender to by Bank and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations of a Lender with a Commitment as set forth in Bank hereunder (and under any and all other Financing Agreements) to the extent that such Assignment rights and Assumption Agreementobligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and the transferor Lender Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. Bank may furnish any information concerning any Obligor in its possession from time to time to Assignees and prospective Assignees, and no further consent or action by any party provided that Bank shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with require any such assignmentAssignees and prospective Assignees to agree in writing to maintain the confidentiality of such information, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign except as required by applicable laws or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Governmental Authorities.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of Administrative Agent, the L/C Issuers (for an assignment of the Revolving Loans and the Notes; providedRevolving Commitment) and, howeverso long as no Event of Default exists, that Borrowers (which consents shall not be unreasonably withheld or delayed and shall not be required for (i) an assignment by a Lender to a Lender or an Affiliate of a Lender), (ii) any partial assignment to secure obligations of a Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or to any trustee for the holders of its debt or equity interests or (iii) any assignment that is required by the United States government (whether federal, state, county or otherwise). Except as Administrative Agent may otherwise agree, any such assignment shall be in an a minimum aggregate amount at least equal to $10,000,000 5,000,000 or, if less, the remaining Commitment and after giving effect Loans held by the assigning Lender. Borrowers and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit E hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment Borrowers would be obligated to pay any greater amount under Sections 4.2.1 or 4.4 to the Assignee than Borrowers is then obligated to pay to the assigning Lender retains a Commitmentunder such Sections (and if any assignment is made in violation of the foregoing, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each Borrowers will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 19.1.1 shall be effected by means of an Assignment and Assumption Agreement. The consent of treated as the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect sale of a Commitmentparticipation under Section 19.1.2. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Borrowers shall be deemed to be a Lender party have granted their consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant Table of Contents requiring its consent hereunder unless Borrowers have expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing within five (5) Business Days after they have received notice requesting such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)consent.

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its ----------- rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 9.3(b), to (i) any Lender or any --------------- Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the NotesAdministrative Agent; provided, however, provided that (i) any partial such assignment (other than any -------- assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to 5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignment the assigning Lender retains a Commitment, or if Lender) of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment as set forth transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such Assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower and such transferor the Administrative Agent as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, as appropriate. In connection with any to the extent of such assignment, the transferor assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is not given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 9.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a Defaulting copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall pay deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500, this Credit Agreement and the transferor Lender that is a Defaulting Lender shall pay other Credit Documents are required to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if be performed by it is not as a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “"Assignee”") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000; (iii) after giving effect to any such assignment by the Agent, the Agent in its capacity as a Lender shall retain a Commitment of at least 10% of the Commitments at such time, or if the Commitments have been terminated, hold Notes having an aggregate outstanding principal balance of at least 10% of the total principal balance of the Notes (other than Bid Rate Notes) outstanding at such time; provided, however, that if the Agent desires to reduce its Commitment below the 10% level the Agent shall offer to resign as Agent with such resignation only effective upon the approval of such offer by the Requisite Lenders (other than the Lender then acting as Agent); and (iiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire3,000. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any The Lender may at any time may, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, the Lender’s Commitment (or any portion or element thereof), the Loans, the Note and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the NotesRequired Ratings; provided, however, provided that the consent of the Borrower for any assignment shall not be required if (i) any partial (A) a Default or an Event of Default is continuing or (B) an Event of Default has occurred within the 60-day period preceding such assignment (even if such Event of Default is no longer continuing), (ii) such assignment is (A) to an Affiliate of the Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as the Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such assignment). No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be in an aggregate amount at least equal to $10,000,000 less than (unless the entire Commitment and after giving effect to such assignment outstanding Loans of the assigning Lender retains is so assigned) $5,000,000. If the Lender so sells or assigns all or a Commitmentpart of its rights hereunder or under the Note, any reference in this Agreement or if the Commitments have been terminatedNote to the Lender shall thereafter refer to the Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, holds Loans having an aggregate outstanding principal balance, to the extent of at least $10,000,000, and (ii) each such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 8.05(b) shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline assigning Lender and the Issuing Bank assignee Lender executing an Assignment Agreement (such consent not to be unreasonably withheld or delayed) an “Assignment Agreement”), which Assignment Agreement shall be required for any assignment substantially in respect the form of a CommitmentExhibit C (appropriately completed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to At the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation time of any assignment pursuant to this subsection (cSection 8.05(b), this Agreement shall be deemed to be amended to reflect the transferor Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender, the Administrative Agent ) and the Borrower shall make appropriate arrangements so if requested in writing by the assignee or assigning Lender issue new Notes are issued to the Assignee respective assignee and such transferor Lenderto the assigning Lender in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this Section 8.05(b), as appropriatethe assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender Borrower agree to execute such documents (including amendments to this Agreement and the other Credit Documents) as shall pay be reasonably necessary to effect the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500foregoing. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything Nothing in this Section Agreement shall prevent or prohibit the Lender from pledging the Note or Loans to a Federal Reserve Bank in support of borrowings made by the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)from such Federal Reserve Bank.

Assignments. Any Lender may at any time assign The Assignor hereby assigns and sells, without recourse or warranty except as specifically set forth herein, to one or more Eligible Assignees (each an “Assignee”) the Assignee the Assigned Interest in all or a portion of its rights and obligations of the Assignor under this Agreement the Loan Documents. The Assignee hereby purchases and accepts from the Assignor all of such rights and obligations of the Assignor, including the corresponding portion of the principal amount of the Loans and the Notes; providedprincipal amount of Letter of Credit participations made by the Assignor outstanding on the date hereof. As of the date hereof, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such the sale and assignment of the assigning Lender retains a CommitmentAssigned Interest to the Assignee, or if the Commitments have been terminated, holds Loans having an aggregate Assignee's outstanding principal balancebalance of such Loans and Letter of Credit participations is $__________. Subject to the execution and delivery hereof by the Assignor, the Assignee, and the Agent, on the date hereof (a) the Assignee shall succeed to the rights and be obligated to perform the obligations of at least $10,000,000a Bank under the Loan Documents with a Pro Rata Percentage of the Commitment of ____________%, and shall be considered a Bank for all purposes; (b) the Assignee shall deliver to the Assignor, in immediately available funds, the Assignee's Pro Rata Percentage of the Commitment of the outstanding principal balance of the Loans, and (iic) each such assignment the Pro Rata Percentage of the Commitment of the Assignor as of the date hereof shall be effected reduced by means of an Assignment and Assumption Agreement. The consent the Pro Rata Percentage of the Swingline Lender Commitment acquired by the Assignee and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender Assignor shall be released from its obligations hereunder under the Loan Documents which have been so assigned to a corresponding extent, and no further consent or action accepted by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Assignor.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,0005,000,000, (ii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Revolving Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may at (a) On and as of the Loan Modification Closing Date (as defined below), immediately prior to the effectiveness of each of the amendments, waivers and consents of or under the Credit Agreement provided for in this Agreement (other than any time assign such amendment, waiver or consent to one or more Eligible Assignees (each an “Assignee”) all or extent the same is construed as being provided for solely in this Section 2(a)), a portion of its rights the interests (including with respect to participations in outstanding Letters of Credit and obligations under this Agreement Swingline Loans), then held, in the Revolving Facility Commitments and the Notes; providedRevolving Facility Loans, howeverby each Exiting Lender and certain of the Continuing Lenders shall, that (i) in each case, automatically and without any partial assignment further action being required, be assigned and transferred to, and assumed by, certain of the Continuing Lenders and the Additional Lender, which portion in each case shall be such as is then necessary in an amount at least equal to $10,000,000 and order that, immediately after giving effect to all such assignment assignments and assumptions, the assigning Revolving Facility Commitments held by the Continuing Lenders and the Additional Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, will be as set forth on Schedule 1 hereto and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Continuing Lender and the Issuing Bank (Additional Lender shall hold Revolving Facility Loans pro rata in accordance with such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitmentadjusted Revolving Facility Commitments. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Each Additional Lender and such Assignee, such Assignee Continuing Lender assuming interests of any type under this Section 2(a) shall be deemed to have assumed such interests from each Exiting Lender and each Continuing Lender assigning interests of such type ratably in accordance with the amounts of such interests assigned by such Exiting Lenders and Continuing Lenders. Each Exiting Lender, each Continuing Lender assigning any interests, the Additional Lender and each Continuing Lender assuming such interests hereby makes and agrees to be a Lender party to this Agreement and shall have bound by all the rights representations, warranties and obligations of a Lender with a Commitment as agreements set forth in such Assignment and Assumption Section 9.04(c) of the Credit Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action copy of which has been received by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and each such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)party.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of the Administrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the Notes; providedRevolving Commitment) and, howeverso long as no Event of Default exists, that the Borrowers (i) which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any partial such assignment shall be in an a minimum aggregate amount at least equal to $10,000,000 5,000,000 or, if less, the remaining Commitment and after giving effect Loans held by the assigning Lender. The Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Borrowers would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than the Borrowers are then obligated to pay to the assigning Lender retains a Commitmentunder such Sections (and if any assignment is made in violation of the foregoing, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each Borrowers will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be effected by means treated as the sale of an Assignment and Assumption Agreementa participation under Section 15.6.2. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Borrowers shall be deemed to be a Lender party have granted their consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring their consent hereunder unless the Borrowers have expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)within three Business Days after notice thereof.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default under Section 11.1(a) or any Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire3,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Lender may at any time may, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, such Lender’s Commitment (or any portion or element thereof), the Loans, the Notes and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of the Borrower and the NotesAdministrative Agent for any assignment shall not be required if (i) (A) a Default or an Event of Default is continuing or (B) an Event of Default has occurred within the 60-day period preceding such assignment (even if such Event of Default is no longer continuing), (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as a Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such assignment); provided, however, that (i) any partial such Approved Selling Institution is not a Manager Competitor. No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be in an aggregate amount at least equal to $10,000,000 less than (unless the entire Commitment and after giving effect to such assignment outstanding Loans of the assigning Lender retains is so assigned) $5,000,000. If any Lender so sells or assigns all or a Commitmentpart of its rights hereunder or under the Notes, any reference in this Agreement or if the Commitments have been terminatedNotes to such Lender shall thereafter refer to said Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, holds Loans having an aggregate outstanding principal balance, to the extent of at least $10,000,000, and (ii) each such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this (b) shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline assigning Lender and the Issuing Bank assignee Lender executing an Assignment Agreement (such consent not to be unreasonably withheld or delayed) an “Assignment Agreement”), which Assignment Agreement shall be required for any assignment substantially in respect the form of a CommitmentExhibit C (appropriately completed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to At the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation time of any assignment pursuant to this subsection (cb), this Agreement shall be deemed to be amended to reflect the transferor Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender, the Administrative Agent ) and the Borrower shall make appropriate arrangements so if requested in writing by the assignee or assigning Lender issue new Notes are issued to the Assignee respective assignee and such transferor Lenderto the assigning Lender in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this (b), as appropriatethe assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment, the transferor Lender that is not a Defaulting applicable Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender Borrower agree to execute such documents (including amendments to this Agreement and the other Credit Documents) as shall pay be reasonably necessary to effect the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500foregoing. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything Nothing in this Section Agreement shall prevent or prohibit any Lender from pledging the Notes or Loans to the contrary notwithstanding, no a Federal Reserve Bank in support of borrowings made by such Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)from such Federal Reserve Bank.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans a Note having an aggregate outstanding principal balance, of at least $10,000,0005,000,000, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes (in the form attached hereto as Exhibit E) are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500; provided, and the transferor however, if such assigning Lender that is a Defaulting Lender shall pay to Lender, the Administrative Agent an administrative fee for processing such assignment in the amount of shall be $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)subsidiaries.

Assignments. Any Each Lender may at any time may, with the prior written consent of the Borrowers and the Agent, which consent shall not be unreasonably withheld or delayed (provided that no consent shall be required during the existence and continuation of an Event of Default), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3(b) to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 2,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and after giving effect to in integral multiples of $1,000,000 above such assignment the assigning Lender retains a Commitmentamount, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent a constant, not varying, percentage of all of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned, and (iii) any such assignment is accompanied by an assignment by such Lender to such Eligible Assignee(s) of an equal percentage of all of the assigning Lender's rights, obligations and commitments under the WestPoint Credit Agreement. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Agent of a Lender duly executed assignment agreement together with a Commitment as set forth in such Assignment and Assumption Agreement, and transfer fee of $3,500 payable to the transferor Lender shall be released from Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not assignee shall become a Defaulting "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, shall pay to the Administrative Agent an administrative fee for processing extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Foreign Currency Loans and Commitment components being assigned. Along such lines each Borrower agrees that upon notice of any such assignment and surrender of the appropriate Foreign Currency Note or Foreign Currency Notes, it will promptly provide to the assigning Lender and to the assignee separate Foreign Currency Notes substantially in the amount form of $4,500, and the transferor Lender original Foreign Currency Note or Foreign Currency Notes (but with notation thereon that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything given in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (Bsubstitution for replacement notes thereof).

Assignments. Any Each Lender may at any time assign to one or more Eligible Assignees (each an a “AssigneeTransferring Lender”) all may assign its Commitment under any Credit Facility (including its Rateable Share in each Advance made thereunder), or any part thereof in a portion minimum amount of its rights and obligations under this Agreement and the Notes; provided, however, that Cdn.$10,000,000 to (i) any partial assignment shall Affiliate of the Transferring Lender without the consent of the Borrower or the Administration Agent, (ii) prior to the occurrence of an Event of Default, to any other Person with the prior consent of the Administration Agent and the Borrower, such consent not be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, unreasonably withheld or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000delayed, and (iiiii) each such assignment shall be effected by means during the continuance of an Assignment and Assumption Agreement. The Event of Default, to any Person, without the consent of the Swingline Lender and Borrower but with the Issuing Bank (consent of the Administration Agent, such consent not to be unreasonably withheld or delayed, provided that, if the proposed assignee is already a Lender under the same Credit Facility or is a bank whose senior, unsecured, non-credit enhanced, long-term debt is rated at least A3, A- or A low by at least two of Xxxxx’x, S&P and DBRS, respectively, then such consent of the Administration Agent under this clause (iii) shall not be required. Any such transfer to any Person permitted pursuant to the preceding sentence (a “Transferee”) shall be required made pursuant to a loan assignment agreement (a “Loan Assignment Agreement”) substantially in the form of Schedule G (or in such other form to similar effect as the Administration Agent may approve). Each Loan Assignment Agreement duly executed by all parties thereto (other than the Administration Agent) must be delivered to the Administration Agent at least five Business Days before it takes effect accompanied, if such assignment is not being made to an Affiliate of an existing Lender, by payment to the Administration Agent of a processing fee of Cdn.$3,500. Each party hereto hereby agrees that any such Transferee under any such Loan Assignment Agreement shall be entitled to rights identical to the rights assigned to such Transferee as if such Transferee were named in this Agreement as an original party in substitution for any assignment the Transferring Lender in respect of a such Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender , or part thereof, assigned, and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Transferring Lender shall be released from all obligations in relation to its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the BorrowerCommitment, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiariespart thereof, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)so assigned.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement and Commitments, with the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The prior written consent of the Swingline Lender Administrative Agent, the Issuing Lenders and the Issuing Bank Company (such consent which consents shall not to be unreasonably withheld or delayed) ); provided, that no consent of the Company shall be required (i) for an assignment to any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment Person which, directly or indirectly, controls or is controlled by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender or is under common control with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver (ii) following the occurrence and during the continuance of an Event of Default under and pursuant to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding13.1.1, no Lender may assign Section 13.1.4 or participate any interest in any Loan held by it hereunder to (A) the BorrowerSection 13.1.5, or (iii) following the occurrence and during the continuance of any other Event of its respective Affiliates or Subsidiaries or Default that has been continuing for at least thirty (B30) consecutive days. No such assignment shall be made to a natural Person, any Defaulting Lender or any of its Subsidiaries, Affiliates or the Company or any Personof its Affiliates. Except as the Administrative Agent may otherwise agree, whoany such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, upon becoming if less, the remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender hereunder, would constitute under such Sections (and if any assignment is made in violation of the foregoing Persons described foregoing, the Company will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this clause (B)Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees (each any such Eligible Assignee, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of the Administrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the NotesRevolving Commitment) and, so long as no Event of Default exists, the Loan Party Representative (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender); provided, howeverthat in the event a Lender assigns less than all of its Loans and Commitments at any time, that (i) any partial such assignment must be pro-rata with respect to all of such Lender’s Loans and Commitments. Any such assignment shall be in an a minimum aggregate amount at least equal to $10,000,000 5,000,000 or, if less, the remaining Commitment and after giving effect Loans held by the assigning Lender. The Loan Parties and the Loan Party Representative shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Loan Parties would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Loan Parties are then obligated to pay to the assigning Lender retains a Commitmentunder such Sections (and if any assignment is made in violation of the foregoing, or if the Commitments have been terminatedLoan Parties will not be required to pay such greater amounts). In addition, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment no Assignee shall be effected by means entitled to the benefits of an Assignment Section 7.6 unless such Assignee has complied and Assumption Agreementwill comply with the requirements of Section 7.6 as though it were a Lender. Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Loan Parties shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless the Loan Parties have expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)within five Business Days after receiving written notice thereof.

Assignments. Any Lender may at This Agreement, including any time assign and all renewals, extensions, and amendments hereto, and all rights, title, and interests contained herein, shall be binding upon and inure to one or more Eligible Assignees (each an “Assignee”) the benefit of the Parties hereto and their respective heirs, successors, and assigns, the assigns of all or any part of Gatherer’s right, title, or interest in the Gathering System, and the assigns of all or any part of Producer’s Interests in the Dedicated Area, and each Party’s respective obligations hereunder shall be covenants running with the lands underlying or included in any such assets. Neither Party shall Transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed, or conditioned; provided, Gas Gathering Agreement dated July 1, 2018 Between Alpine High Gathering LP (Gatherer) and Apache Corporation (Producer) CONFIDENTIAL TREATMENT REQUESTED however, that either Party may Transfer any of its rights or obligations under this Agreement to any Affiliate of such Party without the prior written consent of the other Party and that, in connection with a Transfer of all or any portion of the Dedicated Area, Producer shall Transfer its corresponding rights and obligations under this Agreement and without the Notesneed for the prior written consent of Gatherer; provided, howeverfurther, that if Producer Transfers a portion but not all of the Dedicated Area, instead of acquiring this Agreement, the transferee of such Interests shall execute an agreement in the form attached hereto as Exhibit F (i) any partial assignment the “Transferee Agreement”), Gatherer shall likewise execute such Transferee Agreement, and such Transferred portion of the Dedicated Area shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption removed from dedication under this Agreement. The consent Any Transfer of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement shall expressly require that the assignee assume and shall have all agree to discharge the rights duties and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption its assignor under this Agreement, and the transferor Lender assignor shall be released from the duties and obligations arising under this Agreement which accrue after the effective date of such Transfer. Gatherer shall not Transfer its obligations hereunder rights and interests in the Gathering System, in whole or in part, unless the transferee of such interests agrees in writing to a corresponding extent, be bound by the terms and no further consent conditions of this Agreement. No Transfer of this Agreement or action by of any party interest of either Party shall be requiredbinding on the other Party until such other Party has been notified in writing of such Transfer and furnished with reasonable evidence of same. Upon the consummation No such Transfer of this Agreement or of any assignment pursuant interests of either Party shall operate in any way to this subsection (c)enlarge, alter, or modify any obligation of the transferor Lenderother Party hereto. Any Person that succeeds by purchase, the Administrative Agent and the Borrower merger, or consolidation with a Party hereto shall make appropriate arrangements so the new Notes are issued be subject to the Assignee duties and such transferor Lenderobligations of its predecessor in interests under this Agreement or a Transferee Agreement, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)applicable.

Assignments. Any Lender Parent, EmCare and each of the Banks agree that any Bank (the "Assigning Bank") may at any time assign to one or more Eligible Assignees (each an “Assignee”) all banks or other institutions all, or a portion proportionate part of all, of its rights and obligations under this Agreement and the Notesother Loan Documents (including, without limitation, its Commitment and Advances) (each an "Assignee"); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 the Assigning Bank obtains the prior written consent of Agent and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means is made prior to the occurrence of an Assignment and Assumption Agreement. The Event of Default or to a Person who is not an Affiliate of the Assigning Bank, the prior written consent of the Swingline Lender and the Issuing Bank (such consent Parent which shall not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriatewithheld. In connection with any such assignment, the transferor Lender that is not Assignor and Assignee shall execute and deliver to the Parent and Agent, for their acceptance (when required) and the Agent's recording, an Assignment and Acceptance, together with the Note subject to such assignment. Upon such execution, delivery, acceptance, and recording, from and after the effective date specified in the Assignment and Acceptance, the Assignee's rights and obligations THIRD AMENDED AND RESTATED LOAN AGREEMENT, Page 60 60 under this Agreement and the other Loan Documents shall be established or increased, as the case may be, to the extent set forth in the Assignment and Acceptance and the Assigning Bank's rights and obligations under this Agreement and the other Loan Documents shall be released and reduced by a Defaulting Lendercorresponding amount. Upon its receipt of an Assignment and Acceptance executed by an Assigning Bank and Assignee, together with the Note subject to such assignment, the Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register (hereafter defined), and (iii) give prompt written notice thereof to Parent. Within five (5) Business Days after its receipt of such notice, Parent shall at its own expense (i) execute and deliver to the Agent a Note payable to the order of the Assignee in an amount equal to such Assignee's new or increased Commitment and (ii) execute and deliver to the Agent a new Note payable to the order of the Assigning Bank in an amount equal to the Commitment retained by the Assigning Bank hereunder. After its receipt of such new Notes and the effective date of the Assignment and Acceptance, the Assigning Bank shall cancel and return the old Note to Parent. In connection with any such Assignment and Acceptance, the Assigning Bank shall pay to the Administrative Agent an administrative administration fee for processing such assignment in the amount of Three Thousand Dollars ($4,5003,000.00); provided that such administration fee shall not be payable to Agent if the Assigning Bank is making an assignment to one of its Affiliates. Upon compliance with the procedures and limitations set forth in this Section 12.8, each Assignee shall become a "Bank" for purposes of this Agreement from and after the effective date of the Assignment and Acceptance. Each Assigning Bank shall give the Agent and Parent at least ten (10) Business Days prior written notice of each proposed assignment. Each assignment shall be in the minimum principal amount of Five Million Dollars ($5,000,000). The Agent shall maintain at its address referred to on the signature pages hereto a copy of each Assignment and Acceptance delivered to and accepted by it in a register for the recordation of the names and addresses of the Assignees under this Section 12.8 and the Commitments of, and the transferor Lender that is a Defaulting Lender shall pay principal amount of the Advances owing to, each such Assignee from time to time (the Administrative Agent an administrative fee for processing such assignment "Register"). The entries in the amount Register shall be conclusive and binding for all purposes, absent manifest error, and Parent, the Banks, and the Assignees may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of $7,500this Agreement. The AssigneeRegister shall be available for inspection by Parent, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the BorrowerAssigning Bank, or any of its respective Affiliates or Subsidiaries or (B) Assignee at any Defaulting Lender or any of its Subsidiaries, or any Person, who, reasonable time and from time to time upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)reasonable prior notice.

Assignments. Any Lender may On the terms and subject to the conditions set forth in this Agreement and the other Transaction Agreements, at any time Closing, Seller shall transfer, assign and convey to one or more Eligible Assignees (each an “Assignee”) Purchaser all or a portion of its rights and obligations under the Purchased Assets and Purchaser shall accept the assignment of all of Seller’s rights and obligations thereunder, in each case to the extent such obligations arise out of and relate to any period after the Closing Date. Notwithstanding the foregoing, Seller shall assign such rights and obligations only to the extent that such rights and obligations are assignable under such Assumed Contracts and Governmental Authorizations and applicable Law, and no action hereunder shall constitute an assignment thereof except to such extent or if such assignment would otherwise constitute a breach or other contravention of the rights of a third party, would be ineffective with respect to any party to such Assumed Contract or Governmental Authorization or would in any way adversely affect the rights of Purchaser under such Assumed Contract or Governmental Authorization. To the extent the consent of any Person is required pursuant to the terms of such Assumed Contract or Governmental Authorization or applicable Law, no assignment or attempted assignment will be deemed to have been effected by the provisions of this Agreement until such consent is obtained. Seller and Purchaser shall cooperate with each other to effect any reasonable arrangement designed to provide Purchaser the benefit of, and permit it to assume the Liabilities and obligations under any Assumed Contract or Governmental Authorization for which the consent to such transfer is required and not obtained prior to Closing. To the extent any Assumed Contract or Governmental Authorization may not be assigned to Purchaser by reason of the absence of any required consent, Purchaser shall not assume any Liabilities arising under such Assumed Contract or Governmental Authorization. Subject to the provisions of this Agreement and the Notes; providedother Transaction Agreements, howeverto the extent, and only to the extent, the assignment of an Assumed Contract or Governmental Authorization is effective as set forth above, Purchaser shall be responsible for the Liabilities, if any, thereunder arising out of and relating to any period after the Closing. To the extent that applicable Law permits such an assignment and the consent of any Person is required, Seller shall (at its own expense) deliver to, and obtain from, the applicable Person the required consent in accordance with the terms and conditions of the applicable Assumed Contract or Governmental Authorization, and shall use commercially reasonable efforts to obtain any required consents, upon terms substantially similar to those enjoyed by Seller under such Assumed Contract or Governmental Authorization on or prior to the Closing Date. To the extent that applicable Law does not permit Seller to assign any Assumed Contract or Governmental Authorization that would otherwise constitute a Purchased Asset, Seller shall hold such Assumed Contract or Governmental Authorization as trustee for Purchaser and shall (i) provide to Purchaser, at the request of Purchaser, the benefits of any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, Assumed Contract or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000Governmental Authorization, and (ii) each enforce and perform, at the request and reasonable expense of Purchaser, for the account of Purchaser, any rights or obligations of Seller arising from any such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld Assumed Contract or delayed) shall be required for any assignment Governmental Authorization against or in respect of a Commitment. Upon execution any third party, including the right to elect to terminate any Assumed Contract or Governmental Authorization in accordance with the terms thereof upon the advice of Purchaser, or otherwise enter into with Purchaser such other arrangements sufficient to provide equivalent benefits and delivery burdens to Purchaser; provided that Purchaser shall reimburse Seller for reasonable out-of-pocket expenses incurred by Seller in connection with entering into any such other arrangement, as offset by any expenses not incurred by reason of the termination of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent Assumed Contract or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Governmental Authorization.

Assignments. Any Lender may at any time assign make one or more assignments of its interests in the Loans to one or more Eligible Assignees assignees (each an “the "Assignee”") all or a with the prior written consent of Borrower (which consent will not be unreasonably withheld); PROVIDED, HOWEVER, that any Lender may, subject to the limitations contained hereinbelow in this Section 11.8(a), assign to another Lender any portion of its rights and obligations under this Agreement and Loans or Commitments without the Notesprior written consent of Borrower or Agent; providedPROVIDED FURTHER, however, that (i) Borrower shall not be obligated to pay the costs and expenses of any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment Assignee in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment. Each such Assignee shall become a party to this Agreement as a "Lender" upon: (i) the execution of an amendment to this Agreement or the execution of a supplemental assignment and acceptance agreement with the assigning Lender, the transferor Lender that is not a Defaulting LenderAssignee, shall pay Agent, and, in the event Borrower's prior written consent to the Administrative Agent an administrative fee for processing such assignment in is required, Borrower; (ii) the notification of Borrower and Agent by the assigning Lender of the identity of the Assignee and the amount of the Loans or Commitment assigned; and (iii) the payment to Agent, for its own account, of a processing and recordation fee of Three Thousand Dollars ($4,5003,000); whereupon, from and after the effective date of such assignment as designated by Agent, the assigning Lender shall be released and discharged from, and the transferor Lender that is a Defaulting Lender such Assignee shall pay assume, all rights, duties and obligations with respect to the Administrative Agent an administrative fee for processing interest so assigned. Any such assignment shall be made pro rata according to all of such Xxxxxx's Loans or portion of the Commitment. At such time, the Commitment amounts referenced herein shall be modified to reflect the pro rata share of the Commitment of such new Lender and of the existing Lenders. In addition, if any such Assignee becomes a Lender while Loans or the Commitment are outstanding hereunder, Xxxxxxxx will, in exchange for the amount assigning Xxxxxx's existing Notes issue new Notes hereunder to such new Lender and to the assigning Lender in conformity with the requirements of $7,500this Agreement in order to reflect their revised pro rata shares of the Commitment and, if applicable, Loans. The Assignee, if it is not a Lender, Notes received by Agent in exchange for such new Notes shall deliver be cancelled and returned to Borrower. Any partial assignment under this Agreement (other than to any Affiliate of the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting assigning Lender or to any of its Subsidiaries, or any Person, who, upon becoming other Lender) shall be in a Lender hereunder, would constitute any of the foregoing Persons described in this clause minimum amount equal to Five Million Dollars (B$5,000,000).

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may at any time may, with the prior written consent of the Borrowers, the Issuing Lender and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if 5,000,000 of the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, 1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent a constant, not varying, percentage of all of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender duly executed assignment agreement together with a Commitment as set forth in such Assignment and Assumption Agreement, and transfer fee of $3,500 payable to the transferor Lender shall be released from Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that is upon notice of any assignment to an assignee that was not theretofore a Defaulting Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall pay promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500, this Credit Agreement and the transferor Lender that is a Defaulting Lender shall pay other Credit Documents are required to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if be performed by it is not as a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. Any Each Lender may at any time make assignments to the Federal Reserve Bank. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, that Loan Documents so long as (i) the assignor Lender and Assignee execute and deliver to Agent and Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required if the Assignee is an Affiliate of the assigning Lender) an assignment shall and assumption agreement in substantially the form of EXHIBIT F (an "ASSIGNMENT") and pay to Agent a processing fee of $2,500, (ii) the assignment is for an identical percentage of the assignor Lender's Rights and obligations under the Revolving Facility, (iii) the assignment must be in an amount at least equal to for a minimum total Commitment of $10,000,000 and after giving effect to such assignment 5,000,000 and, if the assigning Lender retains a any Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, it must be a minimum total Commitment of at least $10,000,0005,000,000, and (iiiv) each such the conditions for that assignment shall be effected by means of an set forth in the applicable Assignment and Assumption Agreementare satisfied. The consent of Effective Date in each Assignment must (unless a shorter period is agreeable to Borrower and Agent) be at least five Business Days after it is executed and delivered by the Swingline assignor Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender Agent and Borrower for acceptance. Once that Assignment is accepted by Agent and Borrower, and subject to all of an amount equal to the purchase price agreed between such transferor Lender following occurring, then, on and such Assignee, such after the Effective Date stated in it (i) the Assignee shall be deemed to be automatically becomes a Lender party to this Agreement and shall have all agreement and, to the rights extent provided in that Assignment, has the Rights and obligations of a Lender with a Commitment as set forth under the Loan Documents, (ii) the assignor Lender, to the extent provided in such Assignment and Assumption Agreementthat Assignment, and the transferor Lender shall be is released from its obligations hereunder to fund Borrowings under this agreement and its reimbursement obligations under this agreement and, in the case of an Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Loan Documents, that Lender ceases to be a corresponding extentparty to the Loan Documents, (iii) Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this agreement following the transfer, (iv) upon delivery of the Notes under CLAUSE (III) preceding, the assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this agreement, and no further consent or action by any party shall (v) SCHEDULE 1 is automatically deemed to be required. Upon amended to reflect the consummation name, address, telecopy number, and Commitment of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor the remaining Commitment (if any) of the assignor Lender, and Agent shall prepare and circulate to Borrower and Lenders an amended SCHEDULE 1 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay party to the Administrative Agent an administrative fee Loan Documents (and the assigning Lender shall continue to be treated for processing such assignment all purposes as the party to the Loan Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in CLAUSES (III) and (IV) have occurred. The Obligation is registered on the amount books of $4,500Borrower as to both principal and any stated interest, and the transferor Lender that is a Defaulting Lender shall pay transfers of (as opposed to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any participations in) principal and interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described Obligation may only be made in accordance with this clause (B)SECTION 14.10.

Assignments. Any The Borrower may not assign its rights or obligations hereunder without the prior written consent of all of the Lenders. If an Event of Default has occurred and is continuing, a Lender may may, at any time the Borrower’s cost and expense, with the prior consent of the Agent and each Fronting Lender (such consents not to be unreasonably withheld) and upon payment to the Agent by the assigning Lender of U.S. $3,500 but without the Borrower’s consent, assign to one in whole or more Eligible Assignees (each an “Assignee”) all or a portion of its in part their rights and obligations under this Agreement and the Notes; providedother Loan Documents to any assignee. If no Event of Default has occurred, howevera Lender may, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 its sole cost and after giving effect to such assignment expense, with the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The prior consent of the Swingline Agent, the Borrower and each Fronting Lender and the Issuing Bank (such consent consents not to be unreasonably withheld withheld) and upon payment to the Agent by the assigning Lender of U.S. $3,500, assign in whole or delayed) shall in part their rights and obligations under this Agreement and the other Loan Documents to a lending institution provided any increased cost arising solely as a result of the residency of such lending institution will be required an obligation of such Lender. Assignments must be in a minimum amount of U.S. $5,000,000 and in increments of U.S. $1,000,000 thereafter except in the case of an assignment of a Lender’s entire Commitment and, if an assignment is not of a Lender’s entire Commitment, such Lender must thereafter retain for its own account a minimum Commitment of U.S. $5,000,000. Notwithstanding the foregoing and without the consent of the Borrower or the Agent or the payment of the aforementioned U.S. $3,500, a Lender may, at any time, assign all or any part of its Commitment to an affiliate of the Lender or to an Approved Fund provided that any increased cost arising solely as a result of the residency of such affiliate or Approved Fund will be an obligation of such Lender and provided that, in the case of an assignment to an Approved Fund, the Lender remains responsible for, and is not released from, any and all funding obligations hereunder of such Lender. Upon any assignment by a Lender to an assignee permitted by this Section 13.1(a) (a “Permitted Assignee”) in accordance with the provisions of this Section 13.1(a), such Lender shall cause such Permitted Assignee to be substituted for such Lender in respect of a Commitment. Upon execution and delivery the whole or any part of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the its rights and obligations under the Loan Documents which are so assigned by the execution of a Lender Transfer Agreement and such Lender shall, as of the effective date thereof but subject to the provisions of the immediately prior sentence with a Commitment as set forth in such Assignment and Assumption Agreementrespect to an assignment to an Approved Fund, and the transferor Lender shall be released from its their obligations to the Borrower hereunder arising subsequent to a corresponding extentsuch date to the extent thereof. Any such assignment prior to the occurrence of an Event of Default which is continuing shall not increase, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)in aggregate, the transferor Lender, the Administrative Agent and liabilities of the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this hereunder including without limitation under Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)7.3.

Assignments. Any Lender may at BOG shall execute an Assignment in favor of Middle Bay covering each Subject Well that is Completed as a producer of oil, gas and/or associated hydrocarbons; any time such Assignment shall be made on the later to occur of (i) thirty business days after the end of the calendar quarter during which the Subject Well was Completed, and (ii) thirty business days after BOG secures assignment from a third party of all or any portion of the interest in the Subject Well it is obligated to assign to one Middle Bay hereunder. Under each Assignment, BOG shall assign to Middle Bay an undivided 12.5% interest in and to the BOG Properties related to (A) the wellbore of any particular Subject Well that is Completed as a producer of oil, gas and/or associated hydrocarbons, and in and to the right to produce oil, gas and/or associated hydrocarbons therefrom, and (B) subject to the limitations and restrictions set forth in subsection 9(b), below, the Drilling and Production Unit allocable to such Subject Well. Each Assignment shall be made effective on or more Eligible Assignees before the date of first production from the Subject Well under instrument in substantially the form attached hereto as Exhibit C. Notwithstanding any provision hereof to the contrary, BOG shall not be obligated to execute any Assignment to Middle Bay hereunder upon the occurrence and during the continuance of a material breach by Middle Bay of any representation, warranty, covenant or other agreement herein contained. The interest assigned to Middle Bay under any Assignment (each the "Assigned Interests") shall be burdened by an “Assignee”overriding royalty interest in favor of BOG (the "BOG ORRI") all in the same proportions as the interests of the participants under the BOG Participation Agreement(s) relating to such Assigned Interests are burdened by an overriding royalty interest created or a portion reserved in favor of its rights BOG pursuant to the applicable BOG Participation Agreement(s). The BOG ORRI shall be calculated in the same manner, and obligations shall bear the same costs, expenses and taxes, as the overriding royalty interest of BOG burdening the interests of the other participants under this Agreement and the NotesBOG Participation Agreements; provided, however, that in the event that the BOG ORRI would reduce Middle Bay's net revenue interest in any of the BOG Properties included within the Drilling and Production Unit of a Subject Well below 75%, proportionately reduced to Middle Bay's interest in the BOG Properties, with respect to those BOG Properties the amount of the BOG ORRI shall be reduced to an amount that is equal to the positive difference, if any, between 25% and the total of all existing royalty and overriding royally interests burdening such BOG Properties. Any Assigned Interests shall further bear their proportionate share of any (i) any partial assignment shall be rights of reversion or conversion in an amount at least equal to $10,000,000 and after giving effect to favor of third parties that do or may result in the reduction of BOG's interest in the Assigned Interests or the alteration of such assignment the assigning Lender retains interest (e.g. a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000back-in right under a farmout), and (ii) each such assignment shall be effected by means royalties, overriding royalties, production payments and any other burdens against BOG's interest in, or share of an Assignment and Assumption Agreement. The consent production from, the Assigned Interests, to the extent same are in existence or owing under documentation in existence as of the Swingline Lender and date the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)made.

Assignments. Any Lender may at This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Neither this Agreement nor any time assign to one of the rights, interests or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment assigned by any of the assigning Lender retains a Commitment, Parties (whether by operation of Law or if otherwise) without the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The prior written consent of the Swingline Lender A.M. Castle Parties and the Issuing Bank Requisite Commitment Parties. Notwithstanding the immediately preceding sentence, any Commitment Party’s rights, obligations or interests hereunder may be freely assigned, delegated or transferred, in whole or in part, by such Commitment Party, to (such consent not to be unreasonably withheld or delayed%3) shall be required for any assignment in respect other Commitment Party, (%3) any Affiliate of a Commitment. Upon execution and delivery Commitment Party, (%3) any Related Fund of a Commitment Party or (%3) any other Person not referred to in clause (a), clause (b) or clause (c) above so long as such instrument and payment Person is approved in writing by such Assignee the Requisite Commitment Parties prior to such transferor Lender assignment, delegation or transfer (for purposes of an amount equal this clause (d), the Commitment Party proposing to the purchase price agreed between make such transferor Lender assignment, delegation or transfer, and such Assigneeall of its Affiliates and Related Funds, such Assignee shall be deemed to a be Defaulting Commitment Party for purposes of the definition of “Requisite Commitment Parties”); provided, that (x) any such assignee assumes the obligations of the assigning Commitment Party hereunder and agrees in writing prior to such assignment to be bound by the terms hereof in the same manner as the assigning Commitment Party, (y) any assignee of a Lender party Commitment must be an Accredited Investor and (z) no Commitment Party shall be permitted to assign its Commitment except in connection with a transfer of First Lien Secured Debt Claims permitted by the Restructuring Support Agreement. Following any assignment described in the immediately preceding sentence, Schedule 1 hereto shall be updated by the A.M. Castle Parties (in consultation with the assigning Commitment Party and the assignee) solely to reflect the name and address of the applicable assignee or assignees and the Commitment Percentage that shall apply to such assignee or assignees, and any changes to the Commitment Percentage applicable to the assigning Commitment Party. Any update to Schedule 1 hereto described in the immediately preceding sentence shall not be deemed an amendment to this Agreement and shall have all Agreement. Notwithstanding the rights and obligations of a Lender with a Commitment as set forth foregoing or any other provisions herein, unless otherwise agreed in such Assignment and Assumption Agreement, any instance by the A.M. Castle Parties and the transferor Lender shall be released from other Commitment Parties, no such assignment will relieve the assigning Commitment Party of its obligations hereunder with respect to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with its Commitment if any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay assignee fails to the Administrative Agent an administrative fee for processing perform such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)obligations.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans a Note having an aggregate outstanding principal balance, of at least $10,000,0005,000,000.00, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)subsidiaries.

Assignments. Any Lender may at any time Each Participant may, without the consent of the Lessee, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement hereunder pursuant to an assignment agreement substantially in the form of Exhibit I (an "Assignment and the Notes; Acceptance") to one or more Eligible Transferees, with respect to Loan Commitments and Loans or Lessor Commitments and Lessor Contributions, provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected of a constant, not varying, percentage of all of the assigning Participant's rights and obligations under the Operative Agreements. In the case of assignments made by means a Lender, any such assignment shall be in a minimum aggregate amount of an Assignment $5,000,000 of its Loan Commitment (or the balance of such Loan Commitment, if less) and Assumption Agreementthe aggregate remaining Loan Commitment of the assigning Lender shall, after giving effect to the proposed assignment, be at least $5,000,000 or if less, zero. In the case of assignments made by a Lessor, any such assignment shall be in a minimum aggregate amount of $500,000 of its Lessor Commitment (or the balance of such Lessor Commitment, if less) and the aggregate remaining Lessor Commitment of the assigning Lessor shall, after giving effect to the proposed assignment, be at least $500,000 or if less, zero. Any assignment hereunder shall be effective upon delivery to the Agent and the Agent Lessor of written notice of the assignment together with a transfer fee of $2,500 payable by the assignor Participant or the assignee Participant to the Agent for its own account. The assigning Participant will give prompt notice to the Agent of any such assignment. Upon the effectiveness of any such assignment (and after notice to and consent of the Swingline Lender Lessee, the Agent and the Issuing Bank (Agent Lessor, as provided herein), the assignee shall become a "Lender" or "Lessor", as the case may be, for all purposes of the Operative Agreements and, to the extent of such consent not to be unreasonably withheld or delayed) assignment, the assigning Participant shall be required for any assignment in respect relieved of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentthe extent of the Loans or Lessor Contributions, as the case may be, and no further consent Commitment components being assigned. The Agent agrees that upon notice of any such assignment and surrender of the appropriate Note or action Notes it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). The Lessee shall not be responsible for any costs or expenses incurred by any party shall be required. Upon the consummation Participant in connection with an assignment of all or any of its rights and obligations in connection with an assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)11.1.

Assignments. Any Lender (a) The Purchasers may at any time assign assign, or grant a security interest or sell a participation interest in, with the prior written consent of the Seller and Administrative Agent provided that no Termination Event has occurred and is continuing (provided that such consent shall not be required after a Termination Event or in connection with any assignment, grant of a security interest or sale of a participation interest in an Advance or Commitment to one any other Purchaser, any Purchaser Agent, any Purchaser Affiliate, any Liquidity Bank or more Eligible Assignees Affiliate of such Liquidity Bank providing liquidity to a purchaser that is a commercial paper conduit, or any other purchaser that is a commercial paper conduit sponsored by any Purchaser or Purchaser Affiliate), in any Advance or Commitment (each or portion thereof) to any Person (such Person other than any Liquidity Bank, pledgee or Participant (as defined below), an “AssigneeAdditional Purchaser”); provided that in the case of an assignment of a Variable Funding Certificate, the assignee (other than any assignee that is a Liquidity Bank) shall execute and deliver to the Servicer, the Administrative Agent and each Purchaser Agent a Transferee Letter substantially in the form of Exhibit K hereto (the “Transferee Letter”). The parties to any such assignment, grant or sale of 157 participation interest shall execute and deliver to the applicable Purchaser Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and such Purchaser Agent. Any assignment of a Variable Funding Certificate shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Additional Purchaser and the resulting adjustment of Commitments arising from the purchase by such Additional Purchaser of all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500Purchaser under this Agreement its Variable Funding Certificate. The Assignee, if it is Seller shall not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate delegate, or grant any interest in any Loan held by it hereunder to (A) the Borrowerin, or permit any of its respective Affiliates or Subsidiaries or Lien (Bother than any Permitted Lien) any Defaulting Lender or any of its Subsidiariesto exist upon, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in Seller’s rights, obligations or duties under this clause (B)Agreement without the prior written consent of the Administrative Agent, each Purchaser Agent and each Hedge Counterparty.

Assignments. Any (i) Each Lender may shall have the right at any time assign or from time to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and time, with the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The Borrowers’ prior written consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld withheld), to assign all or delayed) any portion of its rights and obligations hereunder to one or more banks, financial institutions or other entities that are qualified purchasers as that term is defined in the Investment Company Act of 1940, as amended (each, an “Assignee”), and each Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as such Lender shall deem reasonably necessary to effect the foregoing; provided that no consent of the Borrowers shall be required (x) for any an assignment in respect to an affiliate of a CommitmentLender or (y) if an Event of Default has occurred and is continuing. In addition, at the request of any Lender and any such Assignee, the Borrowers shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the assigning Lender has retained any of its rights and obligations hereunder following such assignment, to the assigning Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by such assigning Lender, if any, prior to such assignment and shall reflect the amount of Advances held by such Assignee and the assigning Lender after giving effect to such assignment; provided that any such promissory note shall incorporate a legend to the effect set forth in Section 18(p). Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by such instrument Lender in connection with such assignment, and the payment by such the Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor to by the Lender and such Assignee, such Assignee shall be deemed to be a Lender party to under this Agreement and shall have all of the rights and obligations of a Lender with a Commitment as set forth hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such Assignment rights and Assumption Agreementobligations have been assigned by such Lender pursuant to the assignment documentation between such Lender and such Assignee, and the transferor such Lender shall be released from its obligations hereunder and thereunder to a corresponding extent. (ii) KKR Financial Holdings LLC, and no further consent or action by any party shall be required. Upon acting for this purpose as an agent of the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting LenderBorrowers, shall pay to maintain at one of its offices a register for the Administrative Agent an administrative fee for processing such assignment in recordation of the amount names and addresses of $4,500the Lenders, and the transferor Commitments of, and principal amount of the Advances owing to, each Lender that is a Defaulting Lender shall pay pursuant to the Administrative Agent an administrative fee for processing such assignment terms hereof from time to time (the “Register”). The entries in the amount Register shall be conclusive in the absence of $7,500manifest error. The AssigneeRegister shall be available for inspection by the Borrowers and any Lender (with respect to its own interest only), if at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Agreement unless it is not a Lender, shall deliver to has been recorded in the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Register.

Assignments. (a) Any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to one any Lender or more Eligible Assignees any affiliate of any Lender or, with the consent, subject to Section 11.1 of the Participation Agreement, of the Borrower and the Administrative Agent and, so long as no Default or Event of Default shall have occurred and be continuing, the Lessee and the Guarantor (which in each case shall not be unreasonably withheld or delayed), to an “Assignee”additional bank, financial institution or other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (each, a "Purchasing Lender") all or a portion any part of its rights and ----------------- obligations under this Agreement and the Notesother Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit B, executed --------- by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 11.1 of the Participation Agreement, by the Borrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, provided that no such assignment to a -------- Purchasing Lender (iother than any Lender or any affiliate thereof) any partial assignment shall be in an aggregate principal amount at least equal to less than $10,000,000 and after giving effect to such assignment 5,000,000 (other than in the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means case of an Assignment and Assumption Agreement. The consent assignment of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect all of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to Lender's interests under this Agreement and the Notes). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Assumption AgreementAcceptance, and the transferor Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredhereto). Upon Notwithstanding anything to the consummation of any assignment pursuant to contrary in this subsection (c)Agreement, the transferor Lender, the Administrative Agent and consent of the Borrower shall make appropriate arrangements so not be required, and, unless requested by the relevant Purchasing Lender and/or assigning Lender, new Notes are issued shall not be required to the Assignee be executed and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held delivered by it hereunder to (A) the Borrower, or for any of its respective Affiliates or Subsidiaries or (B) assignment which occurs at any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute time when any of the foregoing Persons events described in this clause (B)Section 6(g) shall have occurred and be continuing.

Assignments. Any A Lender (an “Assignor”) may at any time assign sell all or any part of its rights and obligations hereunder to one or more Eligible Assignees persons (each other than individuals) (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitmentan aggregate amount of Commitment exceeding C$10 million. Upon execution and delivery such sale, the Assignor shall, to the extent of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneesale, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder and each of the Assignees shall become a party hereto to the extent of the interest so purchased, having the rights of a Lender and the benefit of section 9.5. Any such sale by an Assignor shall not be effective unless and until (i) (unless such sale is to a corresponding extentRelated Fund or an affiliate of the Assignor) the Assignor has paid to the Administrative Agent an assignment fee in the amount of C$3,500, (ii) the Assignee has executed an instrument substantially in the form of schedule 5 annexed hereto whereby such Assignee has agreed to be bound by the terms hereof as a Lender and has agreed to specific Commitments under the Credit Facility and a specific address and telefacsimile number for the purpose of notices as provided in section 12.3, and no further consent or action by (iii) a copy of a fully executed copy of such instrument has been delivered to each of the Administrative Agent and the Borrower. Upon any party such sale becoming effective, schedule 1 annexed hereto shall be requireddeemed to be amended to include the Assignee as a Lender including the specific Commitments, Lending Office, address and telefacsimile number as aforesaid and the Commitments of the Assignor shall be deemed to be reduced by the amount of the Commitments assigned to the Assignee. Upon No Lender (including an Assignee) shall, after an assignment made pursuant to this section 12.7(4), hold an amount of Commitment less than C$10 million unless such Lender has assigned the consummation entire amount of its Commitments. Except with respect to an assignment to an affiliate or a Related Fund, any assignment pursuant to this subsection (c), section 12.7(4) shall require the transferor Lender, prior or concurrent written acknowledgement of the Administrative Agent and (unless an Event of Default has occurred and is continuing) the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount prior written consent of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any neither of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)which will be unreasonably withheld.

Assignments. Any Lender The Program Agreements are not assignable by Seller or Guarantor. Subject to Section 37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) hereof, the Administrative Agent and Buyers may at any from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverthat, that unless an Event of Default has occurred, (i) any partial an assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains by a Commitment, Committed Buyer or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) an assignment to a non-Affiliate of Administrative Agent or Buyers, shall, in each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (case, require Seller’s prior consent, such consent not to be unreasonably withheld withheld; provided, further, that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees or delayedparticipants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be required for any assignment conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is recorded in respect of the Register pursuant to the preceding sentence as a CommitmentBuyer hereunder. Upon execution such assignment and delivery of recordation in the Register, (a) such instrument assignee shall be a party hereto and payment by such Assignee to such transferor Lender of an amount equal each Program Agreement to the purchase price agreed between such transferor Lender extent of the percentage or portion set forth in the Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all succeed to the applicable rights and obligations of a Lender with a Commitment Administrative Agent and Buyers hereunder, as set forth in such Assignment and Assumption Agreementapplicable, and (b) Administrative Agent and Buyers shall, to the transferor Lender shall extent that such rights and obligations have been so assigned by them pursuant to this Section, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to the Assignee and such transferor Lender, as appropriate. In connection with any such assignmentprospective or actual assignee this Agreement, the transferor Lender that is not a Defaulting Lenderother Program Agreements, shall pay any document or other information delivered to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held and/or Buyers by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Seller.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans Notes having an aggregate outstanding principal balance, of at least $10,000,000; (iii) after giving effect to any such assignment by the Agent, the Agent in its capacity as a Lender shall retain a Commitment, or if the Commitments have been terminated, hold Notes having an aggregate outstanding principal balance, greater than or equal to the Commitment of each other Lender (other than any Lender whose Commitment has increased as a result of a merger or combination with another Lender); and (iiiv) each such assignment shall be effected by means of an Assignment and Assumption Acceptance Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire3,000. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, the Parent or any of its their respective Affiliates affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement and Commitments, with the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The prior written consent of Second Lien Agent and, so long as no Event of Default has occurred and is continuing, the Swingline Lender and the Issuing Bank (Borrower, such consent not to be unreasonably withheld or delayed) delayed by Borrower; provided, that no such consent shall be required for an assignment by a Lender to a Lender or an Affiliate or Related Fund of a Lender. Except as Second Lien Agent may otherwise agree, any such assignment (other than any assignment in respect by a Lender to a Lender or an Affiliate or Related Fund of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an Lender) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the purchase price Commitment or the principal amount of the Loan being assigned or other amounts acceptable to Second Lien Agent and Borrower, it being agreed between that concurrent assignments to entities that are Related Funds after giving effect thereto will be treated as one assignment for purposes of such transferor Lender minimum assignment amounts. Borrower and such Assignee, such Assignee Second Lien Agent shall be deemed entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Second Lien Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid (and not reimbursed by the Loan Parties) by the Lender to whom such interest is assigned; provided, that no such fee shall be payable in connection with any assignment by a Lender party to this Agreement and shall have all the rights and obligations a Lender or an Affiliate or Related Fund of a Lender with a Commitment as set forth in and further provided that only one such Assignment and Assumption Agreement, and the transferor Lender fee shall be released from its obligations hereunder payable in connection with concurrent assignments to a corresponding extent, and no further consent two or action by more entities that are Related Funds after giving effect thereto. No assignment may be made to any party shall Person if at the time of such assignment Borrower would be required. Upon the consummation of obligated to pay any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued greater amount under Section 3 to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that than Borrower is not a Defaulting Lender, shall then obligated to pay to the Administrative Agent an administrative fee for processing assigning Lender under such Sections (and if any assignment is made in violation of the amount of $4,500foregoing, and the transferor Lender that is a Defaulting Lender shall Borrower will not be required to pay to the Administrative Agent an administrative fee for processing such greater amounts). Any attempted assignment not made in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in accordance with this Section to 10.8.1 shall be treated as the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any sale of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)participation under Section 10.8.2.

Assignments. Any Lender LC Participant may at any time assign to one or more assignees (each, an "Assignee") that are Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notesother Credit Documents (including all or a portion of its Commitments and the LC Advances and LC Deposits at the time owing to it); provided, however, provided that (i) any partial except in the case of an assignment shall be of the entire remaining amount of the assigning LC Participant's LC Advances at the time owing to it or in the case of an assignment to a LC Participant or an Affiliate of a LC Participant or an Approved Fund, the aggregate amount at least equal of the LC Advances subject to $10,000,000 each such assignment, determined as of the date the Assignment and after giving effect Acceptance with respect to such assignment assignment, is delivered to the assigning Lender retains a CommitmentAdministrative Agent or, or if "Trade Date" is specified in the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent Acceptance, as of the Swingline Lender Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Issuing Bank Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be required for any made as an assignment in respect of a Commitment. Upon execution proportionate part of all the assigning LC Participant's rights and delivery of such instrument obligations under this Agreement and payment by such Assignee to such transferor Lender of an amount equal the other Credit Documents with respect to the purchase price Commitments, LC Advances and LC Deposits assigned, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that such fee shall not be payable with respect to assignments occurring in connection with the primary syndication hereof and (iv) unless otherwise agreed between such transferor Lender and by the LC Issuer, if the Unused Commitments to be assigned to the Assignee exceeds the amount of LC Deposit to be assigned to such Assignee, such the Assignee shall be deemed deposit in the LC Deposit Account an amount in cash equal to such excess, which amount shall become part of such Assignee's LC Deposit. Subject to acceptance and recording thereof by the Administrative Agent pursuant to this Section and Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the Assignee thereunder shall be a Lender party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance, have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption LC Participant under this Agreement, and the transferor Lender shall assigning LC Participant thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning LC Participant's rights and obligations under this Agreement, such LC Participant shall cease to be a corresponding extentparty hereto but shall continue to be entitled to the benefits of Sections 2.2(d), 2.9 and no further consent 2.11, 11.4 and 11.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Company (at its sole expense) shall execute and deliver a Note to the assignee LC Participant. Any assignment or action transfer by any party a LC Participant of rights or obligations under this Agreement that does not comply with this subsection shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent Agreement as a sale by such LC Participant of a participation in such rights and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection obligations in accordance with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)10.2.

Assignments. Any Each Lender may shall have the right at any time to assign to one or more Eligible Assignees (each an “Assignee”) commercial banks, commercial finance lenders or other financial institutions all or a portion of its rights and obligations under this Financing Agreement including, without limitation, its Lender Loan Commitment and the NotesRevolving Credit Loans; providedprovided that, howeverunless an Event of Default has occurred and is continuing, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment to a Transferee that cannot claim entitlement to complete exemption from U.S. federal withholding tax on all payments made by the assigning Lender retains a Commitment, or if Obligors hereunder may be made only with the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The prior written consent of the Swingline Lender and the Issuing Bank (such consent FiberMark, not to be unreasonably withheld or delayedwithheld. Upon such assignment and provided such assignee assumes its portion of each Lender’s obligations hereunder, (a) the assignee thereunder shall be required for any assignment in respect of a Commitment. Upon execution party hereto and, to the extent that rights and delivery of such instrument and payment by such Assignee obligations hereunder have been assigned to it pursuant to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassignment, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder and (b) each Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish their rights and be released from their obligations under this Financing Agreement. Each Borrower shall, if necessary, execute any documents reasonably required to effectuate the assignments. In the event any Lender makes any assignment, each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Financing Agreement. Upon the execution, delivery, acceptance and recording, from and after the effective date specified in an Assignment and Acceptance substantially in the form of Exhibit G hereto (the “Assignment and Acceptance”). By executing and delivering an Assignment and Acceptance, the Lender and the assignee thereunder confirm to and agree with a Commitment each other and the other parties hereto as set forth follows: (a) other than as provided in such Assignment and Assumption Acceptance, such Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Financing Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Financing Agreement or any other instrument or document furnished pursuant hereto; (b) such Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Financing Agreement or any other instrument or document furnished pursuant hereto; (c) such assignee confirms that it has received a copy of this Financing 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; (d) such assignee will, independently and without reliance upon the transferor Agent, CITBC, 113 CITEF or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Financing Agreement; (e) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Financing Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (f) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Financing Agreement are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender. Upon the consummation its receipt of any assignment pursuant to this subsection (c), the transferor an Assignment and Acceptance executed by an assigning Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new together with all Revolving Credit Notes are issued subject to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting LenderAgent shall: (a) accept such Assignment and Acceptance, and (b) give prompt notice thereof to the Borrowers. Within five (5) Business Days after its receipt of such notice, each Borrower, at its own expense, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, execute and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section exchange for each surrendered Revolving Credit Note a new Revolving Credit Notes to the contrary notwithstanding, no order of such assignee in an amount equal to the applicable Lender may assign or participate any interest in any Loan held Commitment and/or Revolving Credit Loans assumed by it hereunder pursuant to (A) the Borrowersuch Assignment and Acceptance and, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting if such Lender or any of its Subsidiaries, or any Person, who, upon becoming has retained a Lender Loan Commitment and/or Revolving Credit Loan hereunder, would constitute any new Revolving Credit Notes to the order of such Lender in amounts equal to the foregoing Persons described applicable Lender Loan Commitment retained by it hereunder. Such new Revolving Credit Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in this clause (B).substantially the form of Exhibit A.

Assignments. Any Lender may (i) Purchaser shall have the right at any time assign after the date hereof through the thirtieth (30th) day after the Closing Date, subject to the assignment and/or transfer provisions thereof, to add any contract to which Seller or any of its Affiliates is a party and which has been used in the conduct of the Business to Schedule 2.1(a)(i) as a Designated Contract (the “Additional Designated Contract”) and shall immediately notify Seller of such designation in writing (the “Notification”) and, Purchaser shall have the right, in its sole discretion, to require Seller to file one or more Eligible Assignees motions with the Bankruptcy Court (each which motion(s) shall be in form and substance reasonably satisfactory to Purchaser) seeking the entry of an order (the “AssigneeAdditional Assignment Order”) all ), pursuant to Sections 363 and 365 of the Bankruptcy Code, to assign, transfer, convey and deliver to Purchaser or a portion one of its rights designated Affiliates such Additional Designated Contract as if it had been originally scheduled on Schedule 2.1(a)(i), or to otherwise transfer the benefits of such Additional Designated Contract to the Purchaser or one of its designated Affiliates without any additional consideration, by written notice to Seller. In the event that Seller is not a party to any Additional Designated Contract, subject to the transfer and obligations under this Agreement and assignment provisions thereof Seller will cause its Affiliate that is party to such Additional Designated Contract to assign to Purchaser or its Affiliate such Additional Designated Contract, effective as of the NotesClosing; provided, however, that to the extent a consent is required -15- pursuant to the terms of such Additional Designated Contract, Seller shall cause its Affiliate that is a party to such Additional Designated Contract to use commercially reasonable efforts to obtain such consent; provided, further, that if the counterparty to such Additional Designated Contract conditions the consent upon the payment of a consent fee, payment or other consideration, Purchaser shall be solely responsible for making all such payments on terms acceptable to Purchaser. Any Cure Costs in relation to any such Additional Designated Contract shall be paid by Purchaser. In the event that Purchaser delivers a Notification Seller shall, as soon as practicable after receiving such Notification, file with Bankruptcy Court the motion(s) seeking the entry of the Additional Assignment Order. In addition, Seller shall (i) any partial assignment shall be in an amount at least equal use commercially reasonable efforts to $10,000,000 and after giving effect cause the Additional Assignment Order to such assignment the assigning Lender retains become a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, Final Order and (ii) each such assignment shall not take any action that would reasonably be effected by means of an expected to delay, prevent or impede the entry of, or result in the revocation, modification or amendment of, the Additional Assignment and Assumption AgreementOrder. The consent of the Swingline Lender and the Issuing Bank (such consent not Any Additional Designated Contract that Purchaser elects to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment acquire pursuant to this subsection (c), the transferor Lender, the Administrative Agent Section 2.1(b) for which an Additional Assignment Order is entered and the Borrower becomes a Final Order shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not constitute a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)Transferred Asset.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights that Xxxxxx’s Loans and obligations under this Agreement Commitments, with the prior written consent of Administrative Agent, the Issuing Lenders (for an assignment of the Revolving Loans and the NotesRevolving Commitments at any time the commitment to issue Letters of Credit hereunder exceeds $0) and, so long as no Event of Default exists, Borrower Representative (which consent of Borrower Representative may not be unreasonably withheld or delayed); provided, however, that such consent of Borrower Representative shall not be required (i) any partial for an assignment shall be in by a Lender to a Lender or an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Affiliate of a Lender retains a Commitmentor an Approved Fund, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means during the existence of an Assignment and Assumption Agreement. The consent Event of Default; provided further that the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Borrower Representative shall be deemed to be a Lender party have consented to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, assignment unless it shall pay object thereto by written notice to the Administrative Agent an administrative fee for processing within five (5) Business Days after having received notice thereof. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal to $1,000,000 (which minimum will be $500,000 if the amount assignment is to an Affiliate of the assigning Lender) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrowers and Administrative Agent will be entitled to continue to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of Exhibit C (an “Assignment Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $4,500, and 3,500. No assignment may be made to any Person if at the transferor Lender time of that is a Defaulting Lender shall assignment Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than Borrowers are then obligated to pay to the Administrative Agent an administrative fee for processing assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay any such greater amounts). Any attempted assignment not made in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in accordance with this Section 15.6.1 will be treated as the sale of a participation under Section 15.6.2. Borrower Representative will be deemed to the contrary notwithstanding, no Lender may assign or participate have granted its consent to any interest in any Loan held by it hereunder assignment requiring its consent under this Agreement unless Borrower Representative has expressly objected to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)that assignment within three Business Days after notice thereof.

Assignments. Any Lender may at any time with Borrower’s consent, which shall not be unreasonably withheld, conditioned or delayed, assign to one or more Eligible Assignees Assignee (each each, an “Assignee”) all or a any portion of its rights rights, interests and obligations under this Agreement and the Notes; providedNote in minimum amounts of $5,000,000.00 and on such other terms, howeveras between Lender and each of its Assignees, that (i) any partial assignment as Lender may deem reasonable and such Assignee shall be in an amount at least equal assume such rights, interests and obligations, pursuant to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement executed by such Assignee and Lender in form and substance satisfactory to Lender, provided that Borrower’s consent shall not be required during the existence of an Event of Default. It is understood and agreed that, notwithstanding anything to the contrary contained herein, Lender may at any time pledge or assign all or any portion of its rights under this Agreement. The consent , the Note and other Loan Documents to any of the Swingline twelve (12) Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the enforcement thereof shall release Lender and from its obligations hereunder or under any of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitmentother Loan Documents. Upon execution and delivery of such an instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender lender party to this Agreement and shall have all the rights rights, interests and obligations of a Lender lender with a Commitment the amount of the Loan as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Any such Assignment and Assumption Agreement shall run to the benefit of Borrower and a copy thereof shall be delivered by the Assignor to Borrower. Upon the consummation of any assignment Assignment and Assumption Agreement pursuant to this subsection (c)Section 9.1, the transferor Lender, the Administrative Agent Lender and the Borrower shall make appropriate arrangements so the that, if required, new Notes are issued to the Assignee (in the manner described below) and such transferor Lenderrelated amendments to the Loan Documents are made and Lender shall record the Assignment and Assumption Agreement in the “Register”, as appropriatehereinafter defined. In No assignment or amendment executed in connection with therewith shall increase the Borrower’s obligations or responsibilities or diminish its rights under the Loan Documents. Lender shall maintain a copy of each Assignment and Assumption Agreement delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the lenders and principal amount of the Loan owing to each lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Lender and the Assignees may treat each Person whose name is recorded in the Register as a lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and the Assignees at any reasonable time and from time to time upon reasonable prior notice. At the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, the transferor Lender that is not a Defaulting to Lender, which new promissory notes shall pay be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to the Administrative Agent an administrative fee for processing such assignment in and shall reflect the amount of $4,500, the respective commitments and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan loans held by it hereunder such Assignee and Lender after giving effect to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)such assignment.

Assignments. Any Lender Lender, (a) with the written consents of the Borrower and the Agent (which consents shall not be unreasonably delayed or withheld, may at any time assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions, and (b) with notice to the Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee”) "Assignee Lender"), all or any fraction of such Lender's total Loans and Commitments (which assignment and delegation shall be of a portion constant, and not a varying, percentage of its rights all the assigning Lender's Loans and obligations under this Agreement Commitments and which shall be of equal pro rata shares of the NotesFacility) in a minimum aggregate amount of $10,000,000; provided, however, that (i) any partial assignment such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 4.6 and further, provided, however, that, the Borrower and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an amount at least equal to $10,000,000 Assignee Lender until (c) written notice of such assignment and after giving effect delegation, together with payment instructions, addresses and related information with respect to such assignment the assigning Lender retains a CommitmentAssignee Lender, or if the Commitments shall have been terminatedgiven to the Borrower and the Agent by such Lender and such Assignee Lender, holds Loans having an aggregate outstanding principal balance(d) such Assignee Lender shall have executed and delivered to the Borrower and the Agent a Lender Assignment Agreement, of at least $10,000,000accepted by the Agent, and (iie) each the processing fees described below shall have been paid. From and after the date that the Agent accepts such assignment shall be effected by means of an Lender Assignment and Assumption Agreement. The consent of , (x) the Swingline Assignee Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed automatically to be have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with a Commitment as set forth in such Lender Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentand under the other Loan Documents. Within five Business Days after its receipt of notice that the Agent has received an executed Lender Assignment Agreement, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so execute and deliver to the Agent (for delivery to the relevant Assignee Lender) new Notes evidencing such Assignee Lender's assigned Loans and Commitments and, if the assignor Lender has retained Loans and Commitments hereunder, replacement Notes in the principal amount of the Loans and Commitments retained by the assignor Lender hereunder (such Notes to be in exchange for, but not in payment of, those Notes then held by such assignor Lender). Each such Note shall be dated the date of the predecessor Notes. The assignor Lender shall mark xxx predecessor Notes "exchanged" and deliver them to the Borrower. Accrued interest on that part of the predecessor Notes evidenced by the new Notes, and accrued fees, shall be paid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Notes are issued evidenced by the replacement Notes shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Notes and in this Agreement. Such assignor Lender or such Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not must also pay a Defaulting Lender, shall pay processing fee to the Administrative Agent an administrative fee for processing such assignment upon delivery of any Lender Assignment Agreement in the amount of $4,500, 2,000. Any attempted assignment and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment delegation not made in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in accordance with this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)10.11.1 shall be null and void.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have Commitment has been terminated, terminated holds Loans a Note having an aggregate outstanding principal balance, of at least $10,000,000, and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent Unless Borrower gives written notice to Lender that it objects to the proposed assignment (together with a written explanation of the Swingline Lender and reasons behind such objection) within ten (10) days following receipt of Lender’s written request for approval of the Issuing Bank (such consent not to be unreasonably withheld or delayed) proposed assignment, Borrower shall be required for any deemed to have approved such assignment in respect of a Commitment. Upon execution and delivery of such instrument an Assignment and Assumption Agreement and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B)subsidiaries.