Common use of Assignment by Lenders Clause in Contracts

Assignment by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s Revolving Credit Commitment and all other rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; andRevolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower Borrowers (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit (other than Competitive Bid Loans) at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Revolving Credit Commitment and all other rights and obligations under this AgreementAgreement (other than any right to make Competitive Bid Loans, Competitive Bid Loans owing to it and Competitive Bid Notes); (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Revolving Credit Commitment and all other rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $10,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it, its participations in Letters of Credit and any Loan Swingline Advances, and the Note or interests therein owned Notes (if any) held by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (iii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement; the Loan Documents, (iiiii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (yiii) all except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the assigning Lender’s CommitmentBorrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment and Acceptance Agreement. in the Register. (i) Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such Assignment and Acceptance Agreementeach Lender Assignment, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement hereunder have been assigned to it pursuant to such Assignment and Acceptance AgreementLender Assignment, have the rights and obligations of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance AgreementLender Assignment, relinquish such its rights and be released from such its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section 2.13, Section 2.17, and Section 8.4 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (ii) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Banks, assign all or any portion of its Commitment, and the Advances, participations in Letters of Credit and Swingline Advances owing to any of the Banks listed on the signature pages hereof, any Additional Lender that shall become a party hereto pursuant to Section 8.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender. No such assignment, other than to any of the Banks listed on the signature pages hereof, any Additional Lender that shall become a party hereto pursuant to Section 8.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender shall release the assigning Lender from its obligations hereunder. (iii) By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Lender Assignment, 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section 4.1(f)) hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the 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 the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (iv) No such assignment shall be made to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (ii) 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 (ii), or (iii) a natural Person. (v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (i) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each LC Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (ii) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit and Swingline Advances. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender Eligible Assignee or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to any Eligible Assignee one or more assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed)) of: (A) the Borrower; provided, however, provided that such no consent of the Borrower shall not be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to any Lender, any Affiliate of a Lender or any Approved Fund; and (C) each Issuing Bank and Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Unmatured Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (iiB) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 Loans and (y) all of the assigning Lender’s Commitment; andCommitment assigned; (ivC) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance Agreement. Upon Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such execution, delivery, acceptance processing and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, recordation fee in the case of an Assignment and Acceptance Agreement covering all or any assignment. (D) the remaining portion of an assigning Lender’s rights and obligations under this Agreementassignee, such Lender if it shall cease to not be a party heretoLender, shall deliver to the Administrative Agent an Administrative Questionnaire; (E) the assignee, if it shall not be a Lender, shall be required to execute and deliver the applicable forms to the extent required under Section 2.16(f) for any Lender, and no assignment shall be effective in connection herewith unless and until such forms are so delivered; (F) no assignment shall be made to (1) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (2) to any Defaulting Lender or to any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (F); and (G) no assignment shall be made to a natural Person. If the consent of the Borrower is required pursuant to this Section 10.04(b) in connection with any assignment, then the Borrower shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within five Business Days following the Borrower receiving a written request for such consent with respect to such assignment.

Assignment by Lenders. Each Lender may may, with the consent of the Agents, which consent shall not be unreasonably withheld or delayed, and, as long as no Event of Default has occurred and is continuing, the consent of the Borrower, which consent of the Borrower shall not be unreasonably withheld or delayed, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Loans at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000 and the assigning Lender shall retain a Commitment of at least $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after in the effective date specified in such form of Exhibit E (an "Assignment and Acceptance AgreementAcceptance"), (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant together with any Revolving Credit Note or Revolving Credit Notes subject to such Assignment assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Acceptance Agreement, have Exchange Commission or apply to or qualify the rights and obligations Loans or the Revolving Credit Notes under the blue sky laws of a Lender hereunder and any state; and (yv) the assigning Lender shall, shall pay to the extent Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that rights and obligations have been assigned no such fee shall be payable upon any assignment by it a Lender to an Affiliate thereof or upon any assignment requested by the Borrower pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case terms of an Assignment and Acceptance Agreement covering all Sections 2.8 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3.

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to any Lender, any Affiliate of a Lender or in the case of the Term Loans any Approved Fund and with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignee Assignees (any of the forgoing assignees or purchasers, a "Purchasing Lender") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the Revolving Credit Commitment and/or the Term Loan Commitment, as applicable, of the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s 's Revolving Credit Commitment or Term Loan Commitment; and, as applicable, is to be assigned, the Commitment so assigned shall not be less than $5,000,000 with respect to the Revolving Credit Facility and $1,000,000 (or otherwise agreed by the Administrative Agent and Borrower) with respect to the Term Loan Facility, unless such sale or assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply; (iviii) the Purchasing Lender shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementsubstantially in the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iv) no assignment of a Revolving Credit Commitment, or participation in L/C Obligations or Swingline Loans shall be made without the prior written consent of the Administrative Agent, the Swingline Lender, the Issuing Lender and (so long as no Default or Event of Default has occurred and is continuing) the Borrower (which consents shall not be unreasonably withheld); (v) where consent of the Borrower to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (vi) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vii) the assigning Lender shall pay to the Administrative Agent an assignment fee of $2,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Administrative Agent and the Borrower, which consents shall not be unreasonably withheld and not required of the Borrower upon the occurrence and continuation of a Default or Event of Default, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however PROVIDED that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of EXHIBIT G attached hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; (v) no consent of the Borrower or the Administrative Agent shall be required for an assignment to an Affiliate or Subsidiary of the assigning Lender; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; PROVIDED that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof or upon any increase in the Acquisition Commitment in accordance with SECTION 2.5 which does not involve a new Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may at any time assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Loans (including for purposes of this clause (a), participations in L/C Obligations) at the time owing to it); provided, however that provided that (i) except for in the case of an assignment by 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 to either or an Affiliate of such a Lender or any other an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment shall require the prior written consent assignment, determined as of the Borrower (date the Assignment and Assumption with respect to such consent not assignment is delivered to be unreasonably withheldAdministrative Agent or, conditioned or delayed); providedif “Trade Date” is specified in the Assignment and Assumption, howeveras of the Trade Date, that such consent shall not be required if an Event less than $5,000,000 unless each of Default or an Unmatured Administrative Agent and, so long as no Event of Default has occurred and is continuing; , Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignmentthe Loans or the Commitment assigned; (iii) shall in no event any assignment of a Commitment must be less than approved by Administrative Agent and the lesser of L/C Issuer (xwhich consent will not be unreasonably withheld or delayed) $5,000,000 unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.4, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent, for its Agent an Administrative Questionnaire. Subject to acceptance and recording in the Registerthereof by Administrative Agent pursuant to clause (b) of this Section, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee Eligible Assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 3.1, 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Revolving Note to the assignee Lender and, in such event, the assigning Lender shall return the original Revolving Note for cancellation and, if the assignment is for a portion of the assigning Lender’s Commitment, replacement by a new Revolving Note issued by Borrower and evidencing the assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the foregoing, assignment of the obligations of the L/C Issuer after the resignation of PNC Bank as L/C Issuer, or any other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) hereof.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by it)) upon prior written notice to Borrower setting forth the name of the applicable assignee; provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording pursuant to clause (b) of this Section 14.03 from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed)) of: (A) the Borrower; provided, however, provided that such no consent of the Borrower shall not be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of Loans or Commitments to a Lender, an Affiliate of a Lender or an Unmatured Approved Fund; and (C) each Issuing Bank and Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (not to be unreasonably withheld, conditioned or delayed); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (iiB) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 Loans and (y) all of the assigning Lender’s Commitment; andCommitment assigned; (ivC) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (E) the assignee, if it shall not be a Lender, shall be required to execute and deliver the applicable forms to the extent required under Section 2.16(f) for any Lender, and no assignment shall be effective in connection herewith unless and until such forms are so delivered; and (F) the assignment shall be recorded in the Register as required under Section 9.04(c), and no assignment shall be effective in connection herewith unless and until such assignment is so recorded. If the consent of the Borrower is required pursuant to this Section 9.04(b) in connection with any assignment, then the Borrower shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within ten Business Days following the Borrower receiving a written request for such consent with respect to such assignment. (iii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for its all purposes of this Agreement until such compliance occurs. (iv) Subject to acceptance and recording in thereof by the RegisterAdministrative Agent pursuant to paragraph (c) of this Section, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Section 2.14, Section 2.15, Section 2.16 and Section 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

Assignment by Lenders. Each 14.3.1 Subject to the OLG Direct Agreement, upon prior written notice to the Administrative Agent and the Borrower, a Lender may assign to any Eligible Assignee all or a portion any part of its rights interest in the Credit Facilities to one or more Persons other than a natural Person (each an “Assignee”), provided that: 14.3.1.1 so long as no Event of Default has occurred and obligations under this Agreement is continuing, any such assignment shall be for a minimum Commitment of $5,000,000 unless the proposed Assignee is an existing Lender; 14.3.1.2 such assignment must be approved by the Administrative Agent (includingsuch approval not to be unreasonably withheld or delayed) unless the proposed Assignee is an existing Lender, without limitation, all an Affiliate of a Lender or a portion an Approved Fund; 14.3.1.3 in the case of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Revolving Lender, each such assignment shall require must be approved by each of the prior written consent of Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld or delayed) unless the proposed Assignee is an existing Lender; 14.3.1.4 such assignment must be approved by the Borrower (such consent approval not to be unreasonably withheld, conditioned withheld or delayed); provided) unless (i) the proposed Assignee is an existing Lender, however, that such consent shall not be required if an Event Affiliate of Default a Lender or an Unmatured Approved Fund, or (ii) an Event of Default has occurred and is continuing; (ii) each 14.3.1.5 such assignment Lender shall deliver to the Borrower an Assignment and Assumption Agreement by which the proposed Assignee assumes the obligations and agrees to be bound by all the terms and conditions of a constantthis Agreement, and all as if the Assignee had been an original party and, if not a varyingLender, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance AgreementAdministrative Questionnaire; and 14.3.1.6 such Lender shall hold a minimum Commitment of $5,000,000 following such assignment. Upon receipt by the Administrative Agent of a processing fee of $5,000 from the parties to such execution, delivery, acceptance and recording from and after assignment (other than upon an assignment (i) to an Affiliate of the effective date specified in such Assignment and Acceptance AgreementLender, (xii) to a Lender, or (iii) by the assignee thereunder shall be a party to this AgreementAdministrative Agent or any of its Affiliates) and satisfaction of the other conditions set out above, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to and the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and Borrower shall be released from such its respective obligations under this Agreement (andto the extent of such assignment and assumption) and shall have no liability or obligations to each other to such extent except in respect of matters arising prior to the assignment. The Assignee shall have the same rights and benefits and be subject to the same limitations under the Loan Documents as it would have if it was a Lender. The assigning Lender shall give the Borrower prior written notice of any assignment and the Lenders acknowledge that any such assignment may be subject to review and prior approval of the appropriate Governmental Authority, in to the extent required under applicable Gaming Law. 14.3.2 Any assignment pursuant to this Section 14.3 will not constitute a repayment by the Borrower to the assigning or granting Lender of any Loan, nor a new Loan to the Borrower by such Lender or by the Assignee, as the case of may be, and the parties acknowledge that the Borrower’s obligations with respect to any such Loans will continue and will not constitute new obligations. 14.3.3 Upon an Assignment and Acceptance Agreement covering all assignment by a Lender pursuant to Section 14.3 (or the remaining portion of an assigning Lender’s rights and obligations under this Agreementpursuant to Section 14.6) becoming effective, such Lender Schedule A hereto shall cease be deemed to be amended to include the Assignee as a party hereto).Lender with its specific Commitment, address and facsimile number and the Commitment of the Lender making such assignment shall be deemed to be reduced by the amount of the Commitment of the Assignee. The Administrative Agent may from time to time require an amendment to this Agreement to reflect any changes to Schedule A.

Assignment by Lenders. Each Any Lender may assign to one or more assignees (treating any Eligible Assignee fund that invests in bank loans and any other fund that invests in bank loans and is managed by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single assignee) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitment Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that provided that (ia) except for in the case of an assignment by to a Lender to either an Affiliate of such or a Lender or any other LenderAffiliate, the Borrower and each such assignment shall require the Issuing Bank must give its prior written consent of the Borrower to such assignment (such which consent shall not to be unreasonably withheldwithheld or delayed), conditioned and (b) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided, however, that such (c) the Borrower’s consent shall not be required if with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default Default, (d) except in the case of an assignment to a Lender or a Lender Affiliate or an Unmatured Event assignment of Default has occurred and is continuing; (ii) each such assignment shall be the entire remaining amount of a constantthe assigning Lender’s Commitment, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment of the assigning Lender subject to each such assignment (determined as of the date of on which the Assignment and Acceptance Agreement with respect Assumption relating to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than U.S.$10,000,000, unless each of the lesser Borrower and the Administrative Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than U.S.$10,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (xe) $5,000,000 each partial assignment in respect of a Commitment and (y) the related Loans shall be made as an assignment of a proportionate part of all of the assigning Lender’s Commitment; and rights and obligations under this Agreement in respect of such Commitment and the related Loans, (ivf) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with (except in the case of an assignment to a Lender or a Lender Affiliate) a processing and recordation fee of U.S.$3,500, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (h) no assignment may be made to the Borrower or any Subsidiary or to a Defaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording in the Registerthereof pursuant to Section 9.4(4), an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, shall have all of the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Revolving Credit Commitment and all other rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may assign to any Eligible Assignee one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitment Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that provided that (ia) except for in the case of an assignment by to a Lender to either Lender, the Borrower and, in the case of an Affiliate assignment of such Lender all or a portion of a Commitment or any other Lender’s obligations in respect of its LC Exposure, each such assignment shall require the Issuing Bank, must give its prior written consent of to such assignment, which consent from the Borrower (such consent or Issuing Bank, as applicable, shall not to be unreasonably withheldwithheld or delayed, conditioned and (b) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided, however, that such (c) the Borrower’s consent shall not be required if with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default Default, (d) except in the case of an assignment to a Lender or an Unmatured Event assignment of Default has occurred and is continuing; (ii) each such assignment shall be the entire remaining amount of a constantthe assigning Lender’s Commitment, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment of the assigning Lender subject to each such assignment (determined as of the date of on which the Assignment and Acceptance Agreement with respect Assumption relating to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than U.S. $5,000,000, unless each of the lesser Borrower and the Administrative Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than U.S. $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (xe) $5,000,000 each partial assignment in respect of a Commitment and (y) the related Loans shall be made as an assignment of a proportionate part of all of the assigning Lender’s Commitment; and rights and obligations under this Agreement in respect of such Commitment and the related Loans, (ivf) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with (except in the case of an assignment to a Lender) a processing and recordation fee of U.S.$3,500, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (h) no assignment may be made to any Credit Party, any Affiliate of a Credit Party, or a Defaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording in the Registerthereof pursuant to Section 9.4(4), an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, shall have all of the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, and 2.14 and 9.3) . Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.4(5) .

Assignment by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any the Loan or interests therein owned by at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of: (A) the Borrower (after the Funding Date, such consent not to be unreasonably withheld, conditioned or delayed); provided that no consent of the Borrower shall be required for an assignment to (x) an Existing Lender or (y) after the Funding Date if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); providedprovided that, howeverafter the Funding Date, that assignments of Loans to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the above consent requirements. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loan, the amount of the Commitment or Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (not to be unreasonably withheld, conditioned or delayed); provided that, after the Funding Date, no such consent of the Borrower shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (iiB) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of Loan or the assigning Lender’s Commitment; andCommitment assigned; (ivC) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (E) the assignee, if it shall not be a Lender, shall be required to execute and deliver the applicable forms to the extent required under Section 2.16(f) for any Lender, and no assignment shall be effective in connection herewith unless and until such forms are so delivered; and (F) the assignment shall be recorded in the Register as required under Section 9.04(c), and no assignment shall be effective in connection herewith unless and until such assignment is so recorded. If the consent of the Borrower is required pursuant to this Section 9.04(b) in connection with any assignment, then, after the Funding Date, the Borrower shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within ten Business Days following the Borrower receiving a written request for such consent with respect to such assignment. (iii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment or other compensating actions) to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (iv) Subject to acceptance and recording in thereof by the RegisterAdministrative Agent pursuant to paragraph (c) of this Section, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Section 2.14, Section 2.15, Section 2.16 and Section 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

Assignment by Lenders. Each Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and any Loan the Note or interests therein owned Notes (if any) held by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (iiw) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement; the Loan Documents, (iiix) the amount of the Commitment of, or Advances owing to, the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignment) shall in be no event be less than the lesser of (x) the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (y) all except as set forth in clause (ii) below, the Agent and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the assigning Lender’s CommitmentBorrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (iv10) Business Days after having received notice thereof, and (z) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an a Assignment and Acceptance AgreementAssumption, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Assignment and Assumption, Note or Notes (if any) and fee, the Agent shall accept and record such Assignment and Assumption in the Register. (i) Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement hereunder have been assigned to it pursuant to such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such its rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section 2.13, Section 2.17, and Section 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (ii) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower and the Agent, assign all or any portion of its Commitment and the Advances owing to any of the Banks listed on the signature pages hereof, any Lender that shall become a party hereto pursuant to Section 9.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender. No such assignment, other than to any of the Banks listed on the signature pages hereof, any Lender that shall become a party hereto pursuant to Section 9.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender shall release the assigning Lender from its obligations hereunder. (iii) By executing and delivering an Assignment and Assumption, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section 4.1(f)) hereof 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 Assumption; (iv) such assignee will, independently and without reliance upon the 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 the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (iv) No such assignment shall be made to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (ii) to any Defaulting Lender or any of its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), (iii) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or (iv) any Person that is subject to Sanctions. (v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (i) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent and each other Lender hereunder (and interest accrued thereon), and (ii) acquire (and fund as appropriate) its full pro rata share of all Advances. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignment by Lenders. Each Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording by the Administrative Agent in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed)) of: (A) the Borrower; provided, however, provided that such no consent of the Borrower shall not be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) if an Event of Default or an Unmatured Event of Default has occurred and is continuing, any other assignee; provided further 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 10 Business Days after having received written notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Loans or Commitments to any Lender, any Affiliate of a Lender or any Approved Fund; (C) in the case of an assignment of any Commitment or LC Exposure, each Issuing Bank; and (D) in the case of an assignment of any Commitment or Swingline Exposure, the Swingline Lender. (ii) each such assignment Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a constantLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (not to be unreasonably withheld, conditioned or delayed); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; provided further 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 10 Business Days after having received written notice thereof; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 Loans and (y) all of the assigning Lender’s Commitment; andCommitment assigned; (ivC) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and Assumption posted on the Platform), together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (E) the assignee, if it shall not be a Lender, shall be required to execute and deliver the applicable forms to the extent required under Section 2.16(f) for any Lender, and no assignment shall be effective in connection herewith unless and until such forms are so delivered; and (F) the assignment shall be recorded in the Register as required under Section 9.04(c), and no assignment shall be effective in connection herewith unless and until such assignment is so recorded. (iii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for its all purposes of this Agreement until such compliance occurs. (iv) Subject to acceptance and recording in thereof by the RegisterAdministrative Agent pursuant to paragraph (c) of this Section, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Section 2.14, Section 2.15, Section 2.16 and Section 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each (1) Any Lender may at any time assign to any Eligible Assignee one or more assignees (an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any the portion of the Loan or interests therein owned by at the time owing to it); provided, however thatsubject to the following conditions: (iA) except for the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed if such proposed assignee is an assignment by a Lender Eligible Assignee, and otherwise to either an Affiliate of such Lender or any other Lender, each such assignment be in the Administrative Agent’s discretion) shall require be required; (B) the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned withheld or delayed); provided, however, that such consent ) shall not be required if unless (i) an Event of Default or an Unmatured Event of Default has occurred and is continuing; continuing at the time of such assignment, or (ii) each such assignment shall be is to a Lender, an Affiliate of a constant, and not Lender with a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in credit rating no event be less lower than the lesser of (x) $5,000,000 and (y) all investment grade or (z) the credit rating of the assigning Lender’s Commitmentassignor, or an Approved Fund; andprovided 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 twenty (20) Business Days after Borrower receives Notice of such assignment (which Notice of such assignment expressly indicates that the failure to object within such twenty (20) Business Day period shall constitute deemed consent of such assignment, and Borrower shall have received a second Notice at least five (5) Business Days, and no more than fifteen (15) Business Days prior to the end of such twenty (20) Business Day period, which such second Notice shall also expressly indicate that the failure to object within such twenty (20) Business Day period shall constitute deemed consent to such assignment). (ivC) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, together with a processing and recordation fee of $5,000 for its each assignment, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (D) no such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries; and (E) no such assignment shall be made to a natural person. (2) Subject to acceptance and recording in thereof by the RegisterAdministrative Agent pursuant to Section 10.14(a)(l), an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee Assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Section 11.2 with respect to facts and circumstances occurring prior to the effective date of such assignment) and such Assignee shall be subject to the terms and conditions of the Loan Documents and shall expressly assume such terms and conditions in writing. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.14(e). (3) Any Lender may at any time pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Warehousing Note) to any of the twelve 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 the pledgor Lender from its obligations hereunder or under any of the other Loan Documents.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to any Eligible Assignee one or more assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed)) of: (A) the Borrower; provided, however, provided that such no consent of the Borrower shall not be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent shall be required for an assignment of Loans or Commitments in respect of a Facility to a Lender with a Commitment in respect of such Facility, an Affiliate of such Lender or an Unmatured Approved Fund with respect to such Lender; and (C) each Issuing Bank and Swingline Lender for any assignment in respect of the Revolving Credit Facility. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (iiB) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 Loans and (y) all of the assigning Lender’s Commitment; andCommitment assigned; (ivC) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance Agreement. Upon Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such execution, delivery, acceptance processing and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, recordation fee in the case of an Assignment and Acceptance Agreement covering all or any assignment; (D) the remaining portion of an assigning Lender’s rights and obligations under this Agreementassignee, such Lender if it shall cease to not be a party heretoLender, shall deliver to the Administrative Agent an Administrative Questionnaire; (E) the assignee, if it shall not be a Lender, shall be required to execute and deliver the applicable forms to the extent required under Section 2.16(f) for any Lender, and no assignment shall be effective in connection herewith unless and until such forms are so delivered; (F) no assignment shall be made to (1) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (2) to any Defaulting Lender or to any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing persons described in this clause (F); and (G) no assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). If the consent of the Borrower is required pursuant to this Section 10.04(b) in connection with any assignment, then the Borrower shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within ten Business Days following the Borrower receiving a written request for such consent with respect to such assignment.

Assignment by Lenders. Each Lender may may, with the consent of the Administrative Agent and the Borrower, which consents shall not be unreasonably withheld and not required of the Borrower upon the occurrence and continuation of a Default or Event of Default, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; andCommitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit H hereto (an “Assignment and Acceptance”), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; (v) no consent of the Borrower or the Administrative Agent shall be required for an assignment to an affiliate or Subsidiary of the assigning Lender; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (includingmay, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower Borrowers (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of so long as no Default or an Unmatured Event of Default has occurred and is continuing;), which consent shall not be unreasonably withheld, and with the consent of the Agent and each of the other Lenders, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement; provided that: (iii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; andCommitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit D attached hereto (an “Assignment and Acceptance”); (iv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may assign to any Eligible Assignee one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitment Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that provided that (ia) except for in the case of an assignment by to a Lender to either an Affiliate of such or a Lender or any other LenderAffiliate, each such assignment shall require the prior written consent of the Borrower and, in the case of an assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, each LC Issuer and the Swingline Lender, must be obtained in respect of any assignment, which consent from the Borrower or LC Issuers, as applicable, shall not be unreasonably withheld or delayed, provided further that it shall not be unreasonable for the Borrower to withhold its consent to any proposed assignment by a Lender in favour of any Person: (such consent not i) which the Borrower, acting reasonably, determines (and so advises the relevant Lender and the Administrative Agent) to be a fund or other Person that customarily invests in distressed or weakened debt or other securities with a view to then obtaining a larger interest in the target entity or otherwise to be acting in the capacity of a vulture fund, (ii) which is not engaged in making, purchasing, holding or otherwise investing in credit facilities for commercial customers in the ordinary course of such Person’s business, or which at the time of such assignment holds any Subordinated Debt of the Borrower or any of its Subsidiaries; and (b) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided(c) the Borrower’s consent (including, howeverfor certainty, that such consent with respect to the matters in clause (d) below) shall not be required if with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default Default, (d) except in the case of an assignment to a Lender or a Lender Affiliate or an Unmatured Event assignment of Default has occurred and is continuing; (ii) each such assignment shall be the entire remaining amount of a constantthe assigning Lender’s Commitment, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment of the assigning Lender subject to each such assignment (determined as of the date of on which the Assignment and Acceptance Agreement with respect Assumption relating to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than U.S. $5,000,000, unless each of the lesser Borrower and the Administrative Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than U.S. $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (xe) $5,000,000 each partial assignment in respect of a Commitment and (y) the related Loans shall be made as an assignment of a proportionate part of all of the assigning Lender’s Commitment; and rights and obligations under this Agreement in respect of such Commitment and the related Loans, (ivf) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with (except in the case of an assignment to a Lender) a processing and recordation fee of U.S. $3,500, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (h) no assignment may be made to any Obligor, any Affiliate of an Obligor, or a Defaulting Lender or a Lender Affiliate of a Defaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording in the Registerthereof pursuant to Section 9.4(4), an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, shall have all of the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 2.12(2), 2.13, 2.14, 2.15 and 9.

Assignment by Lenders. Each Lender may may, with the consent of the Agent and Longhorn, which consents shall not be unreasonably withheld or delayed, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Loans at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, neither the Commitment so assigned nor the Commitment retained shall be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit F attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of Longhorn, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided, that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).thereunder

Assignment by Lenders. Each Lender may may, in accordance with Applicable Law, sell or assign to any Lender, any Affiliate of a Lender or in the case of the Term Loans, any Approved Fund, and, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignee Assignees (any of the foregoing assignees or purchasers, a "Purchasing Lender") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s 's Revolving Credit Commitment or Term Loan Commitment; and, as applicable, is to be assigned, the Commitment so assigned shall not be less than $5,000,000 with respect to the Revolving Credit Facility and $1,000,000 (or otherwise agreed by the Administrative Agent and the Borrower) with respect to the Term Loan Facility, unless such sale or assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply; (iviii) the Purchasing Lender shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. substantially in the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iv) no assignment of a Revolving Credit Commitment, or participation in L/C Obligations or Swingline Loans shall be made without the prior written consent of the Administrative Agent, the Swingline Lender, the Issuing Lender and (so long as no Default or Event of Default has occurred and is continuing) the Borrower (which consents shall not be unreasonably withheld); (v) where consent of the Borrower to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (vi) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vii) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and provided further that, in any case of contemporaneous assignments by a Lender (including a group of affiliated Lenders that are funds managed by the same investment advisor) to a single assignee or more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for all such contemporaneous assignments.. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Revolving Credit Commitment and all other rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may LENDER may, with the consent of the ADMINISTRATIVE AGENT, which consent shall not be unreasonably withheld, assign to any Eligible Assignee one or more ELIGIBLE ASSIGNEES all or a portion of its interests, rights and obligations under this Agreement AGREEMENT (including, without limitation, all or a portion of its Commitment the EXTENSIONS OF CREDIT at the time owing to it and any Loan or interests therein owned the NOTES held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning LENDER'S rights and obligations under this AgreementAGREEMENT; (ii) if less than all of the assigning LENDER'S COMMITMENT is to be assigned, the COMMITMENT so assigned shall not be less than Five Million DOLLARS ($5,000,000.00); (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative AgentADMINISTRATIVE AGENT, for its acceptance and recording in the RegisterREGISTER, an Assignment ASSIGNMENT AND ACCEPTANCE in the form of Exhibit J attached hereto, together with any NOTE or NOTES subject to such assignment; (iv) such assignment shall not, without the consent of the BORROWER, require the BORROWER to file a registration statement with the Securities and Acceptance AgreementExchange Commission or apply to or qualify the LOANS or the NOTES under the blue sky laws of any state; and (v) in connection with any such assignment after the SYNDICATION COMPLETION DATE, the assigning LENDER shall pay to the ADMINISTRATIVE AGENT an assignment fee of Two Thousand Five Hundred DOLLARS ($2,500.00) upon the execution by such LENDER of the ASSIGNMENT AND ACCEPTANCE; provided that no such fee shall be payable upon any assignment by a LENDER to an AFFILIATE thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such Assignment and Acceptance Agreementeach ASSIGNMENT AND ACCEPTANCE, which effective date shall be at least five (5) BUSINESS DAYS after the execution thereof, (x1) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementASSIGNMENT AND ACCEPTANCE, have the rights and obligations OBLIGATIONS of a Lender hereunder LENDER hereby and (y2) the assigning Lender LENDER thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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)AGREEMENT.

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to any Lender, any Affiliate of a Lender or in the case of the Term Loans any Approved Fund and with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignee Assignees (any of the forgoing assignees or purchasers, a "Purchasing Lender") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however PROVIDED that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the Revolving Credit Commitment and/or the Term Loan Commitment, as applicable, of the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s 's Revolving Credit Commitment or Term Loan Commitment; and, as applicable, is to be assigned, the Commitment so assigned shall not be less than $5,000,000 with respect to the Revolving Credit Facility and $1,000,000 (or otherwise agreed by the Administrative Agent and Borrower) with respect to the Term Loan Facility, UNLESS such sale or assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply; (iviii) the Purchasing Lender shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementsubstantially in the form of EXHIBIT G attached hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iv) no assignment of a Revolving Credit Commitment, or participation in L/C Obligations or Swingline Loans shall be made without the prior written consent of the Administrative Agent, the Swingline Lender, the Issuing Lender and (so long as no Default or Event of Default has occurred and is continuing) the Borrower (which consents shall not be unreasonably withheld); (v) where consent of the Borrower to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (vi) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vii) the assigning Lender shall pay to the Administrative Agent an assignment fee of $2,500 upon the execution by such Lender of the Assignment and Acceptance; PROVIDED that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may freely assign to any Eligible Assignee Assignee, without the consent of the Borrower, ADT or the Servicer except as required pursuant to clause (iv) of the definition of Eligible Assignee, all or a portion of its rights and obligations under this Agreement or in any other Transaction Document (including, without limitation, including all or a portion of its Commitment interest in the Loans and any Loan the security interest in the Pool Receivables or interests therein owned by it); providedRelated Assets) in each case, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of the Collateral Agent, conditioned or delayedthe Administrative Agent, the related Group Agent and with prior written notice to Servicer (on its and the Borrower’s behalf); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Collateral Agent, the Administrative Agent, each Group Agent and the Servicer (on its and the Borrower’s behalf), for its acceptance and recording in the Register, an a duly executed and enforceable Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from From and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder thereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish such rights and be released from such obligations under this Agreement Agreement. In addition, any Lender that constitutes a banking institution may assign all or any portion of its rights (and, including its interest in the case Loans and the security interest in the Pool Receivables or Related Assets) under this Agreement to any Federal Reserve Bank or any central bank having jurisdiction over such Lender without notice to or consent of an Assignment and Acceptance Agreement covering all the Borrower, the Servicer, any other Lender, the Collateral Agent, or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Administrative Agent.

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (which consent shall only be required provided that no Default or Event of Default has occurred) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit owing to such Lender and any Loan or interests therein owned the Notes held by itsuch Lender); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constantan equivalent, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit F attached hereto (an "Assignment and Acceptance"), together with any Notes or Letters of Credit subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon such Lender's delivery of the Assignment and Acceptance to the Administrative Agent; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee one or more banks or other financial institutions (each an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Percentage and any Warehousing Commitment and the same portion of the Loan or interests therein owned at the time owing to it and the Warehousing Notes held by it); provided, however that upon satisfaction of the following conditions: (ia) except for an assignment by a Lender to either an Affiliate each of such Lender or any other Lender, each such assignment the Credit Agent and the Borrowers shall require the have given its prior written consent to such assignment (provided that, in the case of the Borrower (Borrowers, such consent will not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent withheld and shall not be required if an a Default or Event of Default or an Unmatured Event of Default has shall have occurred and is be continuing; ); (iib) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; , (iiic) prior to the occurrence of an Event of Default, each assignment shall be in an amount being assigned pursuant to each such assignment (determined as that is at least $10,000,000.00 and is a whole multiple of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 250,000.00, and (y) all of the assigning Lender’s Commitment; and (ivd) the parties to each such assignment shall execute and deliver to the Administrative Credit Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance AgreementAcceptance, substantially in the form of Exhibit M hereto (an “Assignment and Acceptance”), together with any Warehousing Notes subject to such assignment. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereunder, and (y) the assigning Lender shall, to the extent that rights provided in such assignment and obligations have been assigned by it pursuant upon payment to such Assignment and Acceptance Agreementthe Credit Agent of the registration fee referred to in Section 11.13(b), relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any one or --------------------- more other Eligible Assignee Assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitment, the outstanding Loans made by it and any Loan the Note or interests therein owned Notes held by it), and such assignment may be allocated among the assigning Lender's Term Loan and Revolver Loans and the related Commitment of the assigning Lender on other than a pro-rata basis; provided, however that however, that (i) except for any -------- ------- such assignment (other than an assignment by to a Lender to either or an Affiliate of such Lender or any other a Lender, each such assignment ) shall require not be made without the prior written consent of the Borrower Administrative Agent and, if no Default or Event of Default then exists, the Borrowers (such to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such except in the case of an assignment shall be to a Lender or an Affiliate of a constantLender, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to each such assignment) shall in no event be less than the lesser of (xy) the entire Commitment of such Lender immediately prior to such assignment or (z) $5,000,000 and 5,000,000, (yiii) all no portion of any of the assigning Revolving Loan Commitment or any Lender’s Commitment; and 's Commitment with respect to the Special Purpose Letter of Credit may be assigned, except with a pro rata assignment of a corresponding percentage of the --- ---- other Commitment mentioned in this subsection, and (iv) the parties to each such assignment shall will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement(an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together --------- with any Note or Notes subject to such assignment, and will pay a nonrefundable processing fee of $2,500 to the Administrative Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified in such Assignment and Acceptance Agreementtherein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (xA) the assignee Assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement hereunder have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a the assigning Lender hereunder with respect thereto and (yB) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an such assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length herein.

Assignment by Lenders. Each Lender may may, with the consent of the Company (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan the Notes held by it or interests therein owned by itparticipating interest in the Existing Letter of Credit); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $10,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Company, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to any Lender, any Affiliate of a Lender or in the case of the Term Loans any Approved Fund and with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignee Assignees (any of the foregoing assignees or purchasers, a “Purchasing Lender”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the Revolving Credit Commitment and/or the Term Loan Commitment, as applicable, of the assigning Lender’s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Revolving Credit Commitment or Term Loan Commitment; and, as applicable, is to be assigned, the Commitment so assigned shall not be less than Five Million Dollars ($5,000,000) with respect to the Revolving Credit Facility and One Million Dollars ($1,000,000) (or otherwise agreed by the Administrative Agent and Borrower) with respect to the Term Loan Facility, unless such sale or assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply; (iviii) the Purchasing Lender shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementsubstantially in the form of Exhibit H attached hereto (an “Assignment and Acceptance”), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iv) no assignment of a Revolving Credit Commitment, or participation in L/C Obligations or Swingline Loans shall be made without the prior written consent of the Swingline Lender and the Issuing Lender and (so long as no Default or Event of Default has occurred and is continuing) the Borrower (which consents shall not be unreasonably withheld or delayed); (v) where consent of the Borrower to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth Business Day; (vi) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vii) unless otherwise agreed to by the Administrative Agent, the assigning Lender shall pay to the Administrative Agent an assignment fee of Three Thousand Five Hundred Dollars ($3,500) upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and provided further that, in any case of contemporaneous assignments by a Lender (including a group of affiliated Lenders that are funds managed by the same investment advisor) to a single assignee or more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single Three Thousand Five Hundred Dollars ($3,500) fee shall be payable for all such contemporaneous assignments. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Advances at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however that (i) except provided that the consent of the Borrower and the Administrative Agent shall not be required for an assignment any assignments by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); and provided, howeverfurther, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing;that: (iii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s 's Revolving Credit Commitment or Term Loan Commitment; and, as applicable, is to be assigned, the Commitment so assigned shall not be less than $1,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate or Approved Fund thereof; and provided further that, in the case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,000 such fee shall be payable for all such contemporaneous assignments. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000. (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an Assignment and Acceptance ), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable (i) upon any assignment by a Lender to an Affiliate thereof and (ii) with respect to any assignment made prior to June 24, 1999. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Agent and, as long as no Default or Event of Default has occurred and is continuing, the Borrower, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Loans at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; andCommitment is to be assigned, the Commitment so assigned shall not be less than $10,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit J attached hereto (an “Assignment and Acceptance”), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Loans at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; andoutstanding Loans are to be assigned, the outstanding Loans so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and any Loan the Note or interests therein owned Notes (if any) held by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (iiw) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement; the Loan Documents, (iiix) the amount of the Commitment of, or Advances owing to, the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignment) shall in be no event be less than the lesser of (x) the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (y) all except as set forth in clause (ii) below, the Agent and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the assigning Lender’s CommitmentBorrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (iv10) Business Days after having received notice thereof, and (z) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an a Assignment and Acceptance AgreementAssumption, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Assignment and Assumption, Note or Notes (if any) and fee, the Agent shall accept and record such Assignment and Assumption in the Register. (i) Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement hereunder have been assigned to it pursuant to such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such its rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section 2.13, Section 2.17, and Section 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (ii) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower and the Agent, assign all or any portion of its Commitment and the Advances owing to any of the Banks listed on the signature pages hereof, any Lender that shall become a party hereto pursuant to Section 9.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender. No such assignment, other than to any of the Banks listed on the signature pages hereof, any Lender that shall become a party hereto pursuant to Section 9.7(a)(i), any Affiliate of such a Lender or any Approved Fund that is an Affiliate of a Lender shall release the assigning Lender from its obligations hereunder. (iii) By executing and delivering an Assignment and Assumption, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section 4.1(f)) hereof 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 Assumption; (iv) such assignee will, independently and without reliance upon the 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 the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (iv) No such assignment shall be made to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (ii) to any Defaulting Lender or any of its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii), (iii) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or (iv) any Person that is subject to Sanctions.

Assignment by Lenders. Each (a) Except as provided herein, each Revolving Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Pro Rata Share) together with the Loans at the time owing to it and its participating interest in the risk relating to any Loan or interests therein owned by it)Revolving Letter of Credit Accommodations; provided, however that provided that (i) except for an unless such assignment by a Lender is to either an Affiliate of, or a successor to, a Lender, an Approved Fund of such Lender or any other Lenderto a Person which is, each at the time of such assignment assignment, a Lender hereunder, the Revolving Administrative Agent and, so long as no Default or Event of Default shall require the have occurred and be continuing, Parent, shall have given its prior written consent of the Borrower to such assignment (with such consent not to be unreasonably withheld), conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and in an amount that is not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 1,000,000 and (y) all the aggregate amount of the such assigning Lender’s Commitment; Revolving Loan Commitment and , if greater, in whole multiples of $1,000,000 (or if less, the remaining amount thereof), and (iv) the parties to each such assignment shall execute and deliver to the Revolving Administrative Agent, Agent for its acceptance and recording in the Register, Revolving Register an Assignment and Acceptance AgreementAcceptance, subject to such assignment. Upon such execution, delivery, acceptance and recording recording, from and after the effective date for such assignment specified in such each Assignment and Acceptance AgreementAcceptance, (xi) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereunder, and (yii) the assigning Lender shall, to the extent that rights provided in such assignment and obligations have been assigned by it pursuant upon payment to such Assignment and Acceptance Agreementthe Revolving Administrative Agent of the registration fee, relinquish such rights and if any, referred to in Section 12.8, be released from such its obligations under this Agreement. (b) Except as provided herein, each LC Facility Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Pro Rata Share), together with such LC Facility Lender’s Credit-Linked Deposit and its Participations in LC Facility Letters of Credit; provided that (i) unless such assignment is to an Affiliate of, or a successor to, an LC Facility Lender or a Term Loan Lender, an Approved Fund of such LC Facility Lender or to a Person which is, at the time of such assignment, an LC Facility Lender or a Term Loan Lender hereunder, the LC Facility Administrative Agent and LC Facility Issuing Bank and except in connection with the initial syndication of the LC Facility Deposits and participations in LC Facility Letters of Credit, so long as no Default or Event of Default shall have occurred and be continuing, Parent shall have given its prior written consent to such assignment (with such consent not to be unreasonably withheld), (ii) each assignment shall be in an amount that is not less than the lesser of (x) $1,000,000 of Credit-Linked Deposits and participations in LC Facility LC Letters of Credit and (y) the aggregate Credit-Linked Deposits and participations in LC Facility LC Letters of Credit held by such LC Facility Lender and, if greater, in whole multiples of $1,000,000 (or if less, the case of remaining amount thereof), and (iii) the parties to each such assignment shall (x) electronically execute and deliver to the LC Facility Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the LC Facility Administrative Agent (which initially shall be ClearPar, LLC) or (y) manually execute and deliver to the LC Facility Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of US$3,500 and, in each case, an Administrative Questionnaire (unless such assignment is to an LC Facility Lender or a Term Loan Lender) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement covering may be reasonably required by the LC Facility Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date for such assignment specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of an LC Facility Lender hereunder, and (ii) the assigning LC Facility Lender shall, to the extent provided in such assignment and upon payment to the LC Facility Administrative Agent of the registration fee, if any, referred to above, be released from its obligations under this Agreement. (c) Except as provided herein, each Term Loan Lender may assign to one or more Eligible Assignees all or the remaining a portion of an assigning Lender’s its interests, rights and obligations under this AgreementAgreement (including all or a portion of its Pro Rata Share); provided that (i) unless such assignment is to an Affiliate of, or a successor to, a Term Loan Lender, an Approved Fund of such Term Loan Lender or to a Person which is, at the time of such assignment, a Term Loan Lender or an LC Facility Lender hereunder, the LC Facility Administrative Agent, so long as no Default or Event of Default shall cease have occurred and be continuing, Parent shall have given its prior written consent to such assignment (with such consent not to be unreasonably withheld), (ii) each assignment shall be in an amount that is not less than the lesser of (x) $1,000,000 of aggregate principal amount of Term Loans and (y) the aggregate Term Loans held by such Term Loan Lender and, if greater, in whole multiples of $1,000,000 (or if less, the remaining amount thereof), and (iii) the parties to each such assignment shall (x) electronically execute and deliver to the LC Facility Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the LC Facility Administrative Agent (which initially shall be ClearPar, LLC) or (y) manually execute and deliver to the LC Facility Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of US$3,500 and, in each case, an Administrative Questionnaire (unless such assignment is to a Term Loan Lender or an LC Facility Lender) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be reasonably required by the LC Facility Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date for such assignment specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto).hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Term Loan Lender hereunder, and (ii) the assigning Term Loan Lender shall, to the extent provided in such assignment and upon payment to the LC Facility Administrative Agent of the registration fee, if any, referred to above, be released from its obligations under this Agreement

Assignment by Lenders. Each Lender may may, with the consent of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Loans at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000. (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit H attached hereto (an Assignment and Acceptance ), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).obligations

Assignment by Lenders. Each Lender may may, with the consent of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however PROVIDED that: (i) except for no consent of the Administrative Agent or Borrowers shall be required of any such assignment to an assignment Affiliate of the assigning Lender or any of its Subsidiaries or in the case of any assigning Lender that is a fund that invests in commercial loans, to any other fund that invests in commercial loans and that is managed or advised by a the same investment advisor or fund manager as such assigning Lender to either or an Affiliate of such Lender investment advisor or any other Lenderfund manager, each such so long as the assignment shall require otherwise complies with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuingterms hereof; (ii) with respect to its Revolving Credit Commitment, Term A Loan Commitment, Term B Loan Commitment, Term C Loan Commitment or Term D Loan Commitment and the respective Loans thereunder, each such assignment shall be of a constant, and not a varying, percentage of all such assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility, the Term A Loan Facility, the Term B Loan Facility, the Term C Loan Facility or the Term D Loan Facility, as applicable; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s 's Revolving Credit Commitment; and, Term A Loan Commitment, Term B Loan Commitment, Term C Loan Commitment or Term D Loan Commitment, as applicable, is to be assigned, the Commitment so assigned shall not be less than $1,000,000; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of EXHIBIT G attached hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Note or Notes subject to such assignment; (v) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the SEC or apply to or qualify the Loans or the Notes under the blue sky laws of any state; (vi) such lender assignee expressly acknowledges and agrees to be bound by the terms of the Intercreditor Agreement; and (vii) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; PROVIDED that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof or any of its Subsidiaries or in the case of any assigning Lender that is a fund that invests in commercial loans, to any other fund that invests in commercial loans and that is managed or advised by the same investment advisor or fund manager as such assigning Lender or an Affiliate of such investment advisor or fund manager. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may assign to any Eligible Assignee one or more assignees all or a portion of its rights and obligations under this Agreement (includingwithout the consent of the Borrower, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender Guarantor or any other Lender, each such assignment shall require but in compliance with all applicable laws; PROVIDED, HOWEVER, that no interest in any Loans may be sold, assigned or otherwise transferred except with the prior written consent of the Borrower Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such which consent shall not be required if unreasonably withheld or delayed). Except in the case of an Event of Default assignment to a Lender or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be Affiliate of a constantLender or an assignment of the entire remaining amount of the assigning Lender's Loans, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of (x) $5,000,000 and (y) unless the Borrower otherwise consents. Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s Commitment; and (iv) the 's rights and obligations under this Agreement. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance AgreementAcceptance. Upon such executionrecording thereof pursuant to SECTION 8.3, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or of the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).hereto but shall continue to be entitled to the benefits of SECTIONS 2.7, 2.10 and 2.11 and ARTICLE

Assignment by Lenders. Each (a) Subject to the conditions set forth in paragraphs 13.8.2(b) and 13.8.2(g), any Lender may assign to any Eligible Assignee one or more assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of: (i) the Parent Borrower, conditioned or delayed); provided, however, provided that such no consent of the Parent Borrower shall not be required for an assignment to (1) a Lender, (2) an affiliate of a Lender, (3) an Approved Fund (as defined below) or (4) if an Event of Default under Section 11.1.1, 11.1.2, 11.1.8, 11.1.9 or an Unmatured Event of Default 11.1.10 has occurred and is continuing;, any other Person (unless such Person is engaged in one or more lines of business as the Parent Borrower or any of its Subsidiaries or is an Affiliate of such Person, other than as a result of the holding of securities of such Person solely as a passive investment, in which case the Parent Borrower's consent shall be required under all circumstances); and (ii) each such assignment the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an Assignee that is a Lender immediately prior to giving effect to such assignment. (b) Assignments shall be subject to the following additional conditions: (i) except in the case of an assignment to a Lender, an affiliate of a constantLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Commitments or Loans under any Credit Facility, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than $10,000,000 and the lesser remaining Commitment or Loans of such Lender shall not be less than $10,000,000, unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (xA) $5,000,000 no such consent of the Parent Borrower shall be required if an Event of Default has occurred and is continuing and (yB) all such amounts shall be aggregated in respect of the assigning Lender’s Commitment; andeach Lender and its affiliates or Approved Funds, if any; (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance Agreement. Upon such executionAssumption, delivery, acceptance together with a processing and recording from and after the effective date specified in such Assignment and Acceptance Agreement, recordation fee of $3,500; (xiii) the assignee thereunder Assignee, if it shall not be a party to this AgreementLender, and shall deliver to the extent that rights Administrative Agent an administrative questionnaire; and (iv) such assignment shall not, without the consent of the Parent Borrower, on behalf of itself and obligations the other Credit Parties, require the Parent Borrower or any other Credit Party to file a registration statement with the Securities and Exchange Commission (or any securities exchange) or apply to qualify the Loans (or any Notes) under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations blue sky laws of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)any state.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative AgentAdministrator, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each (a) Subject to the conditions set forth in Sections 13.8.2(b) and 13.8.2(g), any Lender may assign to any Eligible Assignee one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of: (i) the Parent Borrower, conditioned or delayed); providedprovided that, howeversubject to Section 13.8.5, that such no consent of the Parent Borrower shall not be required for an assignment to (1) a Lender, (2) an Affiliate of a Lender, (3) an Approved Fund (as defined below) or (4) if an Event of Default under Sections 11.1.1, 11.1.2, 11.1.8, 11.1.9, or an Unmatured Event of Default 11.1.10 has occurred and is continuing;, any other Person (unless such Person is engaged in one or more lines of business as the Parent Borrower or any of its Subsidiaries or is an Affiliate of such Person, other than as a result of the holding of securities of such Person solely as a passive investment, in which case the Parent Borrower’s consent shall be required under all circumstances), provided, further, that the Lenders and the Administrative Agent acknowledge that it is reasonable for the Parent Borrower to withhold its consent to the assignment to any prospective Assignee requiring compensation under this Agreement pursuant to Sections 4.7.3, 4.7.4, 4.10.1 or 4.10.3; and (ii) each such assignment the Administrative Agent and the Issuing Lenders, provided that no consent of the Administrative Agent or the Issuing Lenders shall be required for an assignment to an Assignee that is a Lender immediately prior to giving effect to such assignment. (b) Assignments shall be subject to the following additional conditions: (i) except in the case of an assignment to a Lender, an Affiliate of a constantLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Credit Facility, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than $10,000,000 and the lesser remaining Commitment or Loans of such Lender shall not be less than $10,000,000, unless each of the Parent Borrower and the Administrative Agent otherwise consent, provided that (xA) $5,000,000 no such consent of the Parent Borrower shall be required if an Event of Default has occurred and is continuing and (yB) all such amounts shall be aggregated in respect of the assigning Lender’s Commitment; andeach Lender and its Affiliates or Approved Funds, if any; (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance Agreement. Upon Assumption, together with a processing and recordation fee of $3,500 for each assignment; (iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) such executionassignment shall not, deliverywithout the consent of the Parent Borrower, acceptance on behalf of itself and recording from the other Credit Parties (which the Administrative Agent and after the effective date specified Lenders acknowledge may reasonably be withheld), require the Parent Borrower or any other Credit Party to file a registration statement with the Securities and Exchange Commission (or any securities exchange) or apply to qualify the Loans (or any Notes) under the blue sky laws of any state; (v) the Assignee shall represent in such the Assignment and Acceptance Agreement, Assumption as of the date of such assignment that it has the full power and authority to make Loans and other Extensions of Credit into the jurisdictions and in the currencies made available in the Credit Facility under which it is committing; (xvi) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the in connection with any assignment of rights and obligations of a any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Parent Borrower and the Administrative Agent, the applicable Ratable Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and Participation Interests. Notwithstanding the assigning Lender shallforegoing, to in the extent event that any assignment of rights and obligations have been assigned by it pursuant to of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such Assignment and Acceptance Agreement, relinquish such rights and interest shall be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease deemed to be a party heretoDefaulting Lender for all purposes of this Agreement until such compliance occurs; (vii) no such assignment shall be made (A) to the Parent Borrower or any of its Subsidiaries, or (B) 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), or (C) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person); and (viii) in the event of an assignment of any Commitment or Loan under any Credit Facility which was made available to Brink’s International, C.V., Brink’s Dutch Holdings, B.V., or any other Subsidiary of the Parent Borrower organized under the laws of The Netherlands, the Assignee must qualify as a Professional Market Party.

Assignment by Lenders. Each Lender may may, with the consent of the Agent and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Obligations at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each Commitment of the assigning Lender after any such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignmentassignment is delivered to the Agent) shall in no event be less than the lesser of (x) $5,000,000 and the Commitment so assigned shall not be less than $5,000,000 (y) all other than assignments of the assigning entire Commitment of a Lender’s Commitment); and80 (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit E attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment, and shall furnish the Disbursing Agent with a copy of each such Assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s 's Commitment (and, if applicable, Aggregator L/C Commitment) is to be assigned, the Revolving Credit Commitment and/or the Term A Loan Commitment and/or the Term A Loans and/or the Term B Loan Commitment and/or the Term B Loans and/or the Aggregator L/C Commitment, as applicable, so assigned shall not be less than $5,000,000; andprovided that (i) any Term B Loan Lender may assign a -------- portion of its Term B Loan Commitment and/or Term B Loans in an amount less than $5,000,000 to any investment fund affiliated therewith which is managed by the same fund manager as such Term B Loan Lender and (ii) the amount of the assigning Lender's Aggregator L/C Commitment so assigned shall not be less than $1,000,000; (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G --------- attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iii) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (iv) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon -------- any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may at any time assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Term Loan Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Loans at the time owing to it); provided, however provided that: (ia) except for in the case of an assignment by 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 to either or an Affiliate of such Lender or any other a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal balance of the Loans of the assigning Lender subject to each such assignment shall require the prior written consent assignment, determined as of the Borrower (date the Assignment and Assumption with respect to such consent not assignment is delivered to be unreasonably withheldthe Administrative Agent or, conditioned or delayed); providedif a “Trade Date” is specified in the Assignment and Assumption, howeveras of the Trade Date, that such consent shall not be required if an Event less than $5,000,000 and shall be in increments in excess thereof of Default or an Unmatured $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iib) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Term Loan Agreement with respect to such assignment) shall in no event be less than the lesser Loans or the Commitment assigned, it being understood that non-pro-rata assignments of (x) $5,000,000 and (y) all or among any of the assigning Lender’s CommitmentCommitments and Loans are not permitted; (c) any assignment of a Commitment or Loan must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (each such consent not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is an Eligible Assignee, in which case such consent of Borrower shall be required only to the extent set forth in the definition of “Eligible Assignee”); provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (ivd) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording in thereof by the RegisterAdministrative Agent pursuant to Section 15.3, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee Eligible Assignee thereunder shall be a party to this AgreementTerm Loan Agreement and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Term Loan Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Term Loan Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Term Loan Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.2(b), 5.6, and 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. The Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Term Loan Agreement that does not comply with this subsection shall be treated for purposes of this Term Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 15.4. Notwithstanding anything to the contrary contained herein, the Borrower shall not be obligated to pay to the Eligible Assignee any amount under Section 5.2(b) that is greater than the amount that the Borrower would have been obligated to pay such Eligible Assignee’s assignor if such assigning Lender had not assigned to such Eligible Assignee any of its rights under this Term Loan Agreement, unless (i) the circumstances giving rise to such greater payments did not exist at the time of such assignment, or (ii) the Borrower consented to the assignment to such Eligible Assignee.

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to any Lender or any Affiliate of a Lender and with the consent of the Company (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan the Notes held by it or interests therein owned by itparticipating interest in the Existing Letters of Credit); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; andCommitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the assignee shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance AgreementAssumption substantially in the form of Exhibit G attached hereto (an “Assignment and Assumption”), together with any Note or Notes subject to such assignment; (iv) where consent of the Borrowers to an assignment to a assignee is required hereunder, the Borrowers shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrowers prior to such fifth (5th) Business Day; (v) such assignment shall not, without the consent of the Company, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Assumption; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to any Lender, any Affiliate of a Lender and with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementsubstantially in the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iv) where consent of the Borrower to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (v) such assignment shall not, without the consent of the Borrower require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate of such Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent if less than all of the Borrower (such consent not assigning Lender's Revolving Credit Commitment, Term A Loan Commitment, Term B Loan Commitment or Aggregator L/C Commitment, as applicable, is to be unreasonably withheldassigned, conditioned or delayed); provided, however, that such consent (A) the Revolving Credit Commitment and/or the Term A Loan Commitment and/or the Term A Loans so assigned shall not be required if less than $5,000,000, (B) the Term B Loan Commitment and/or the Term B Loans so assigned shall not be less than $1,000,000 (or any lesser amount otherwise agreed to by the Administrative Agent and the Borrowers) and (C) the Aggregator L/C Commitment so assigned shall not be less than $1,000,000; provided -------- that no minimum assignment amount shall be applicable with respect to any assignment made to an Event of Default existing Lender, to an Affiliate thereof, or (with respect to any Term B Loan) to an Unmatured Event of Default has occurred and is continuingApproved Fund; (ii) each such assignment the Purchasing Lender shall be of a constant, and not a varying, percentage of have delivered to the Administrative Agent all rights and obligations under this Agreement; (iii) the amount being assigned United States Internal Revenue Service Forms required pursuant to each such assignment (determined as of the date of the Assignment Section 5.11(e) and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementsubstantially in the form of Exhibit G attached hereto (an --------- "Assignment and Acceptance"), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iii) no assignment of a Revolving Credit Commitment (including, without limitation, any participation in L/C Obligations or Swingline Loans), an Aggregator L/C Commitment or a Term A Loan Commitment shall be made without the prior written consent of the Administrative Agent, the Swingline Lender, the Issuing Lender and (so long as no Default or Event of Default has occurred and is continuing) the Borrowers (which consents shall not be unreasonably withheld); (iv) where consent of the Borrowers to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrowers shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrowers prior to such fifth (5/th/) Business Day; (v) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable -------- upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may at any time assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the time owing to it); provided, however that provided that (i) except for in the case of an assignment by 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 to either or an Affiliate of such a Lender or any other an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment shall require the prior written consent assignment, determined as of the Borrower (date the Assignment and Assumption with respect to such consent not assignment is delivered to be unreasonably withheldAdministrative Agent or, conditioned or delayed); providedif “Trade Date” is specified in the Assignment and Assumption, howeveras of the Trade Date, that such consent shall not be required if an Event less than $5,000,000 unless each of Default or an Unmatured Administrative Agent and, so long as no Event of Default has occurred and is continuing; , Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender's rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignmentthe Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in no event respect of Bid Loans or Swing Loans; (iii) any assignment of a Commitment must be less than approved by Administrative Agent, the lesser of L/C Issuer and the Swing Line Lender (xwhich consent will not be unreasonably withheld or delayed) $5,000,000 unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.5, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent, for its Agent an Administrative Questionnaire. Subject to acceptance and recording in the Registerthereof by Administrative Agent pursuant to clause (b) of this Section, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee Eligible Assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 3.1, 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Revolving Note and Bid Note to the assignee Lender and, in such event, the assigning Lender shall return the original Revolving Note and Bid Note for cancellation and, if the assignment is for a portion of the assigning Lender’s Commitment, replacement by a new Revolving Note issued by Borrower and evidencing the assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the foregoing, assignment of the obligations of the L/C Issuer after the resignation of Bank of America as L/C Issuer, or any other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) hereof.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for no consent of the Administrative Agent or Borrowers shall be required of any such assignment to an assignment Affiliate of the assigning Lender or any of its Subsidiaries or in the case of any assigning Lender that is a fund that invests in commercial loans, to any other fund that invests in commercial loans and that is managed or advised by a the same investment advisor or fund manager as such assigning Lender to either or an Affiliate of such Lender investment advisor or any other Lenderfund manager, each such so long as the assignment shall require otherwise complies with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuingterms hereof; (iiA) with respect to its Revolving Credit Commitment and Term A Loan Commitment and Loans thereunder, each such assignment shall be of a constant, and not a varying, percentage of all such assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility and the Term A Loan Facility and (B) with respect to its Term B Loan Commitment and Term B Loans, each such assignment shall be of a constant, and not varying, percentage of all of such assigning Lender's rights and obligations under the Term B Loan Facility; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s 's Revolving Credit Commitment; and, Term A Loan Commitment or Term B Loan Commitment, as applicable, is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after in the effective date specified in such form of Exhibit G attached hereto (an --------- "Assignment and Acceptance AgreementAcceptance"), (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant together with any Note or Notes subject to such Assignment assignment; (v) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Acceptance Agreement, have Exchange Commission or apply to or qualify the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all Loans or the remaining portion Notes under the blue sky laws of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).any state; and

Assignment by Lenders. Each Lender may may, with the consent of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing (provided that no consents shall be required for assignments to any Affiliate of such Lender or any other Lender), PZN, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of PZN, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may assign to make any Eligible Assignee all or a portion of its rights assignment, and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each no such assignment shall require be permitted without the prior written consent of the Borrower (which consent, if such consent assignment is to a Person other than a Competitor and other than a Person included in the Disqualified Investor List provided in Schedule 4, as updated by the Borrower with notice to the Agent from time to time, shall not to be unreasonably withheld, conditioned delayed or delayedconditioned); , provided, however, that such the prior written consent of the Borrower shall not be required if for any proposed assignment (i) to an Event Affiliate of Default or an Unmatured Event of Default has occurred and is continuing; such Lender, (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; to another Lender hereunder or (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of if (x) $5,000,000 such Lender makes a reasonable determination that its ownership of any of its rights or obligations hereunder (and under other similar facilities (if any) held by such Lender) is prohibited by the Xxxxxxx Rule and (y) all of to the assigning Lender’s Commitment; and extent such Lender is permitted by the applicable documentation, such Lender is making commercially reasonable efforts to assign its interest in other similar facilities in a manner similar to such proposed assignment, to any Person other than a Competitor, (iv) the parties by a Conduit Lender to each such assignment shall execute and deliver a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreementterms of a Liquidity Agreement (other than a Competitor), (xv) the by any assignee thereunder shall be of a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant Conduit Purchaser contemplated by clause (iv) above back to such Assignment and Acceptance Agreement, have the rights and obligations of a Conduit Lender hereunder and or an Affiliate or (yvi) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an assignment of any Commitment (or any portion thereof) or any Loan (or any portion thereof), the assignee executes and delivers to the Servicer, the Borrower, the Agent, the Collateral Administrator and the Collateral Agent a fully executed Assignment Agreement substantially in the form of Exhibit I hereto, together with a processing and Acceptance Agreement covering all recordation fee of $3,500 payable to the Agent, such fee to paid by either the assigning Lender or the remaining portion of an assigning Lender’s rights and obligations under assignee Lender or shared between such Lenders. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or any participating interest therein to become (i) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and no Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such Lender shall cease to be a party hereto)established securities market or any such secondary market or the substantial equivalent thereof.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other LenderEligible Assignee, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to any Lender or any Affiliate of a Lender and with the consent of the Company (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan the Notes held by it or interests therein owned by itparticipating interest in the Existing Letters of Credit); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the assignee shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance AgreementAssumption substantially in the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) where consent of the Borrowers to an assignment to a assignee is required hereunder, the Borrowers shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrowers prior to such fifth (5th) Business Day; (v) such assignment shall not, without the consent of the Company, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Assumption; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, upon the written consent --------------------- of the Administrative Agent and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld), assign to any one or more Eligible Assignee Transferees all or a portion of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit D (including, without limitation, all or a portion of its Commitment an "Assignment and any Loan or interests therein owned by it); provided, however that (iAcceptance") except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); ------------------------- provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (iii) each any such assignment shall be in the aggregate -------- ------- amount of a constantat least $10,000,000 or such lesser amount to which the Company has consented (or if the aggregate amount of any Lender's Loans and Commitments is less than $10,000,000, then the entire amount of such Lender's Loans and Commitments), and not a varying, percentage of all rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) assignee shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver pay to the Administrative Agent, for its acceptance Agent a processing and recordation fee of $2,500. Any such assignment will become effective upon the recording by the Administrative Agent of such assignment in the Register, an Assignment Register of the resultant effects thereof on the Commitment of the assignor and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreementassignee, and the principal amount outstanding of the Loans owed to the extent that rights assignor and obligations under this Agreement have been assigned assignee, the Administrative Agent hereby agreeing to it pursuant to effect such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case recordation no later than five Business Days after its receipt of an Assignment and Acceptance Agreement covering executed by all or the remaining portion parties thereto. Promptly after receipt of an Assignment and Acceptance executed by all parties thereto, the Administrative Agent shall send to the Company a copy of such executed Assignment and Acceptance. Upon receipt of such executed Assignment and Acceptance, the Company, will, at its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear on the Register, whereupon the Administrative Agent shall redeliver the Note being assigned, as received from the Assignor, to the Company. Upon the effectiveness of any assignment pursuant to this subsection, the assignee shall be deemed automatically to have become a party hereto, if not already a party hereto, and shall become a "Lender," if not already a "Lender," for all purposes of this Agreement and the other Financing Documents. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender’s Lender no longer holds any rights and or obligations under this Agreement, such assigning Lender shall cease to be a party hereto"Lender" hereunder). The Administrative Agent will prepare on the last Business Day of each month during which an assignment has become effective pursuant to this subsection a new schedule giving effect to all such assignments effected during such month, and will promptly provide the same to the Company, the Issuing Bank and each of the Lenders.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee one or more Lenders or other financial institutions (each an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Warehousing Commitment Percentage and Warehousing Commitment and any Loan or interests therein owned the same portion of the Facility at the time owing to it and the Note held by it); provided, however that upon satisfaction of the following conditions: (ia) except for an assignment by a Lender to either an Affiliate each of such Lender or any other Lender, each such assignment the Credit Agent and the Company shall require the have given its prior written consent to such assignment (provided that, in the case of the Borrower (Company, such consent will not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent withheld and shall not be required if an a Default or Event of Default or an Unmatured Event of Default has shall have occurred and is be continuing; ); (iib) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; , (iiic) prior to the occurrence of an Event of Default, each assignment shall be in an amount being assigned pursuant to each such assignment (determined as that is at least $10,000,000.00 and is a whole multiple of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 250,000.00, and (y) all of the assigning Lender’s Commitment; and (ivd) the parties to each such assignment shall execute and deliver to the Administrative Credit Agent, for its acceptance and recording in the Register, an Assignment and Acceptance AgreementAcceptance, substantially in the form of Exhibit I hereto (an “Assignment and Acceptance”), together with any Note subject to such assignment. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereunder, and (y) the assigning Lender shall, to the extent that rights provided in such assignment and obligations have been assigned by it pursuant upon payment to such Assignment and Acceptance Agreementthe Credit Agent of the registration fee referred to in Section (ii), relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may at any time assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Loans at the time owing to it); provided, however provided that: (ia) except for in the case of an assignment by 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 to either or an Affiliate of such Lender or any other a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment shall require the prior written consent assignment, determined as of the Borrower (date the Assignment and Assumption with respect to such consent not assignment is delivered to be unreasonably withheldthe Administrative Agent or, conditioned or delayed); providedif a “Trade Date” is specified in the Assignment and Assumption, howeveras of the Trade Date, that such consent shall not be required if an Event less than $5,000,000 unless each of Default or an Unmatured the Administrative Agent and, so long as no Designated Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (iib) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Credit Agreement with respect to the Loans or the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments and Loans are not permitted; (c) any assignment of a Commitment or Loan must be approved by the Administrative Agent and the Borrower (each such assignmentconsent not to be unreasonably withheld or delayed) shall unless the Person that is the proposed assignee is an Eligible Assignee; (d) so long as First Niagara Bank is the Administrative Agent, any assignment by First Niagara Bank or any of its Affiliates of all or a portion of its Commitments or Loans that would result in no event be First Niagara Bank and its Affiliates holding in aggregate less than the lesser of fifteen percent (x15%) $5,000,000 and (y) all of the assigning Lender’s CommitmentAggregate Commitments, or, if the Commitments are not then in effect, the aggregate Loans outstanding, shall require, so long as no Designated Event of Default has occurred and is continuing, the consent of the Borrower, such consent not to be unreasonably withheld or delayed; and (ive) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with a processing and recordation fee of $3,500, and the Assignee, if it is not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording in thereof by the RegisterAdministrative Agent pursuant to Section 15.3, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee Assignee thereunder shall be a party to this AgreementCredit Agreement and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Credit Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.2(b), 5.6 and 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection 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 15.4. Notwithstanding anything to the contrary contained herein, the Borrower shall not be obligated to pay to the Assignee any amount under Section 5.2(b), 5.6 or 5.7 that is greater than the amount that the Borrower would have been obligated to pay such Assignee’s assignor if such assigning Lender had not assigned to such Assignee any of its rights under this Credit Agreement, unless (i) the circumstances giving rise to such greater payments did not exist at the time of such assignment, or (ii) the Borrower consented to the payment of such increased amounts at the time of the assignment to such Assignee.

Assignment by Lenders. Each Lender may may, with the consent of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit H attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, upon the written consent of the Administrative Agent and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld), assign to any one or more Eligible Assignee Transferees all or a portion of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance Agreement substantially in the form of Exhibit D (including, without limitation, all or a portion of its Commitment an "Assignment and any Loan or interests therein owned by it); provided, however that (iAcceptance") except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (iii) each any such assignment shall be in the aggregate amount of a constantat least $10,000,000 or such lesser amount to which the Company has consented (or if the aggregate amount of any Lender's Loans and Commitments is less than $10,000,000, then the entire amount of such Lender's Loans and Commitments), and not a varying, percentage of all rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) assignee shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver pay to the Administrative Agent, for its acceptance Agent a processing and recordation fee of $2,500. Any such assignment will become effective upon the recording by the Administrative Agent of such assignment in the Register, an Assignment Register of the resultant effects thereof on the Commitment of the assignor and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreementassignee, and the principal amount outstanding of the Loans owed to the extent that rights assignor and obligations under this Agreement have been assigned assignee, the Administrative Agent hereby agreeing to it pursuant to effect such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case recordation no later than five Business Days after its receipt of an Assignment and Acceptance Agreement covering executed by all or the remaining portion parties thereto. Promptly after receipt of an Assignment and Acceptance executed by all parties thereto, the Administrative Agent shall send to the Company a copy of such executed Assignment and Acceptance. Upon receipt of such executed Assignment and Acceptance, the Company, will, at its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear on the Register, whereupon the Administrative Agent shall redeliver the Note being assigned, as received from the Assignor, to the Company. Upon the effectiveness of any assignment pursuant to this subsection, the assignee shall be deemed automatically to have become a party hereto, if not already a party hereto, and shall become a "Lender," if not already a "Lender," for all purposes of this Agreement and the other Financing Documents. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender’s Lender no longer holds any rights and or obligations under this Agreement, such assigning Lender shall cease to be a party hereto"Lender" hereunder). The Administrative Agent will prepare on the last Business Day of each month during which an assignment has become effective pursuant to this subsection a new schedule giving effect to all such assignments effected during such month, and will promptly provide the same to the Company, the Issuing Bank and each of the Lenders.

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to (1) any Lender, any Affiliate of a Lender or, in the case of the Term Loans, any Approved Fund and (2) with the consent of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (provided that no such consents shall be required for assignments of Term Loans by the Administrative Agent to an Eligible Assignee that are completed within ten (10) Business Days of the Closing Date or the Additional Term Loan Effective Date, as applicable), which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignees (any of the foregoing assignees or purchasers, a “Purchasing Lender”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varyingvarying percentage of, percentage the applicable Commitment of all the assigning Lender’s rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Revolving Credit Commitment or Term Loan Commitment, as applicable, is to be assigned, (A) the Revolving Credit Commitment so assigned shall not be less than $5,000,000 and (B) the Term Loan Commitment and/or the Term Loans so assigned shall not be less than $5,000,000 (or any lesser amount otherwise agreed to by the Administrative Agent and the Borrower); andprovided that no minimum assignment amount shall be applicable with respect to any assignment made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund; (iviii) the Purchasing Lender shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementsubstantially in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iv) where consent of the Borrower to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been received by the Borrower (after delivery by the assigning Lender through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (v) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and provided further that, in any case of contemporaneous assignments by a Lender (including a group of affiliated Lenders that are funds managed by the same investment advisor) to a single assignee or more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for all such contemporaneous assignments. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each (i) Subject to the conditions set forth in Section 13.7(b)(ii) and Section 13.7(b)(vii), any Lender may assign to any Eligible Assignee one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Revolving Credit Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of: (A) the Parent Borrower, conditioned or delayed); provided, however, provided that such no consent of the Parent Borrower shall not be required for an assignment to (1) a Lender, (2) an Affiliate of a Lender, (3) an Approved Fund or (4) if an Event of Default or an Unmatured Event of Default has occurred and is continuing, any other Person, provided, further, that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for, with respect to the Revolving Credit Facilities, an assignment to an Assignee that is a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, and, with respect to the Term Loan Facility, an assignment to an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the Swingline Lender and the Issuing Lenders for any assignment in respect of the Revolving Credit Facilities. (ii) each such assignment Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a constantLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Credit Facility, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than $10,000,000 and the lesser remaining Commitment or Loans of such Lender shall not be less than $10,000,000, unless each of the Parent Borrower and the Administrative Agent otherwise consent (xeach such consent not to be unreasonably withheld or delayed), provided that (A) $5,000,000 no such consent of the Parent Borrower shall be required if an Event of Default has occurred and is continuing and (yB) all such amounts shall be aggregated in respect of the assigning Lender’s Commitment; andeach Lender and its Affiliates or Approved Funds, if any; (ivB) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance Agreement. Upon Assumption, together with a processing and recordation fee of $3,500 for each assignment; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (D) such executionassignment shall not, deliverywithout the consent of the Parent Borrower, acceptance on behalf of itself and recording from the other Credit Parties (which the Administrative Agent and after the effective date specified Lenders acknowledge may reasonably be withheld), require the Parent Borrower or any other Credit Party to file a registration statement with the SEC (or any securities exchange) or apply to qualify the Loans (or any Notes) under the blue sky laws of any state; (E) the Assignee shall represent in such the Assignment and Acceptance AgreementAssumption as of the date of such assignment that it has the full power and authority to make Loans and other Extensions of Credit into the jurisdictions and in the currencies made available in the Credit Facility under which it is committing; (F) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Parent Borrower and the Administrative Agent, the applicable Ratable Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lenders, the Swingline Lender or any other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and Participation Interests. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs; (G) no such assignment shall be made (1) to the Parent Borrower or any of its Subsidiaries or Affiliates, (2) 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 (2) or (3) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person); (H) in the event of an assignment of any Commitment or Loan under any Credit Facility which was made available to Brink’s International, C.V., Brink’s Dutch Holdings, B.V., or any other Subsidiary of the Parent Borrower organized under the laws of The Netherlands, the Assignee must qualify as a Non-Public Lender; (I) in the event of an assignment of any Commitment or Loan under any the Revolving A Credit Facility, the assignee must be a French licensed credit institution (établissement de crédit) or a financial institution authorized to make loans in France (x) under European Union passport rules or (y) directly by the ACPR; (J) in the event of an assignment of any Commitment or Loan under any the Revolving A Credit Facility or to an assignee that is a French Lender, the assignee agrees that it will comply with the requirements of Section 2.1(c), 2.1(e) and/or 2.5(f), as applicable; and (K) after giving effect to any assignment, not more than 50% of (x) the assignee thereunder shall be a party to this Agreement, aggregate Commitments and to Loans under the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and Credit Facilities or (y) the assigning Lender shall, to the extent that rights and obligations have been assigned Aggregate Revolving A Commitments will be held by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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)French Lenders.

Assignment by Lenders. Each Lender may may, with the consent of the Agent and the Borrower, which consents shall not be unreasonably withheld (as long as no Default or Event of Default has occurred and is continuing), assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Loans at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $10,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit E attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Company (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an no consent of the Administrative Agent or the Company shall be required of any such assignment by a Lender to either an Affiliate of such Lender or any other the assigning Lender, each such so long as the assignment shall require otherwise complies with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuingterms hereof; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Schedule 12.10 attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (v) such assignment shall not, without the consent of the Company, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may at any time assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by the Advances at the time owing to it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such continuing or in the case of an assignment shall be of the entire remaining amount of the assigning Lender’s Commitment and the Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a constantLender or an Approved Fund with respect to a Lender, and not a varying, percentage the aggregate amount of all rights and obligations under this Agreement; (iii) the amount Commitment being assigned pursuant (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advance of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignmentassignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall in no event not be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of any assignment in respect of the Revolving Facility unless each of the Agent and, so long as no Default has occurred and is continuing, the Borrower, otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an Assignment and Acceptance Agreement covering assignment of a proportionate part of all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, Agreement with respect to the Advance or the Commitment assigned; except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such Lender shall cease approval not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself already a party hereto).Lender with a Commitment under that credit; (iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignment by Lenders. Each Lender may may, with the consent of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however PROVIDED that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Revolving Credit Commitment or Term Loan Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of EXHIBIT G attached hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Note or Notes subject to such assignment; (iii) each Eligible Assignee must, concurrent with the delivery by such Eligible Assignee of the Assignment and Acceptance, have available to it and deliver the forms required pursuant to SECTION 5.11(e); (iv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; PROVIDED that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Administrative Agent and Cable Systems, which consents shall not be unreasonably withheld (and which consent of Cable Systems shall not be required during the continuance of an Event of Default), assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Loans at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each (i) Subject to the conditions set forth in Section 13.7(b)(ii) and Section 13.7(b)(vii), any Lender may assign to any Eligible Assignee one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Revolving Credit Commitments and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of the Borrower (such consent not to be unreasonably withheld) of: (A) the Parent Borrower, conditioned or delayed); provided, however, provided that such no consent of the Parent Borrower shall not be required for an assignment to (1) a Lender, (2) an Affiliate of a Lender, (3) an Approved Fund or (4) if an Event of Default or an Unmatured Event of Default has occurred and is continuing, any other Person, provided, further, that the Parent Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for, with respect to the Revolving Credit Facilities, an assignment to an Assignee that is a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, and, with respect to the Term Loan Facility, an assignment to an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the Swingline Lender and the Issuing Lenders for any assignment in respect of the Revolving Credit Facilities. (ii) each such assignment Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a constantLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Credit Facility, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than $10,000,000 and the lesser remaining Commitment or Loans of such Lender shall not be less than $10,000,000, unless each of the Parent Borrower and the Administrative Agent otherwise consent (xeach such consent not to be unreasonably withheld or delayed), provided that (A) $5,000,000 no such consent of the Parent Borrower shall be required if an Event of Default has occurred and is continuing and (yB) all such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; provided further that the Parent Borrower shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof has been delivered by the assigning Lender’s Commitment; andLender (through the Administrative Agent) unless such consent is expressly refused by the Parent Borrower prior to such tenth (10th) Business Day; (ivB) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance Agreement. Upon Assumption, together with a processing and recordation fee of $3,500 for each assignment; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; 93782947_8 (D) such executionassignment shall not, deliverywithout the consent of the Parent Borrower, acceptance on behalf of itself and recording from the other Credit Parties (which the Administrative Agent and after the effective date specified Lenders acknowledge may reasonably be withheld), require the Parent Borrower or any other Credit Party to file a registration statement with the SEC (or any securities exchange) or apply to qualify the Loans (or any Notes) under the blue sky laws of any state; (E) the Assignee shall represent in such the Assignment and Acceptance Agreement, Assumption as of the date of such assignment that it has the full power and authority to make Loans and other Extensions of Credit into the jurisdictions and in the currencies made available in the Credit Facility under which it is committing; (xF) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the in connection with any assignment of rights and obligations of a any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Parent Borrower and the Administrative Agent, the applicable Ratable Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Lenders, the Swingline Lender or any other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and Participation Interests. Notwithstanding the assigning Lender shallforegoing, to in the extent event that any assignment of rights and obligations have been assigned by it pursuant to of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such Assignment and Acceptance Agreement, relinquish such rights and interest shall be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease deemed to be a party heretoDefaulting Lender for all purposes of this Agreement until such compliance occurs; (G) no such assignment shall be made (1) to the Parent Borrower or any of its Subsidiaries or Affiliates, (2) 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 (2) or (3) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person); and (H) in the event of an assignment of any Commitment or Loan under any Credit Facility which was made available to Brink’s International, C.V., Brink’s Dutch Holdings, B.V., or any other Subsidiary of the Parent Borrower organized under the laws of The Netherlands, the Assignee must qualify as a Professional Market Party.

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit H attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any Eligible Assignee or to any other Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement 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).

Assignment by Lenders. Each Any Lender may at any time assign to any one or more Eligible Assignee Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and any Loan or interests therein owned by Commitment, the Revolving Loans, and, for purposes of this subsection (b), participations in L/C Obligations, at the time owing to it); provided, however provided that (i) except for in the case of an assignment by of the entire remaining amount of the assigning Lender's Commitment and the Revolving Loans at the time owing to it or in the case of an assignment to a Lender to either or an Affiliate of such a Lender or any other an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment shall require the prior written consent assignment, determined as of the Borrower (date the Assignment and Assumption with respect to such consent not assignment is delivered to be unreasonably withheldthe Administrative Agent or, conditioned or delayed); providedif "Trade Date" is specified in the Assignment and Assumption, howeveras of the Trade Date, that such consent shall not be required if an Event less than $5,000,000 unless each of Default or an Unmatured the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all the assigning Lender's rights and obligations under this Agreement;Agreement with respect to the Revolving Loans or the Commitment assigned; and (iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for its each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording in thereof by the RegisterAdministrative Agent pursuant to subsection (c) of this Section, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance AgreementAssumption, (x) the assignee Eligible Assignee thereunder shall be a party to this AgreementAgreement and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAssumption, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement Assumption covering all or of the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Section 3.1, Section 3.4, Section 3.5, and Section 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignment by Lenders. Each Lender may assign to any Eligible Assignee one or more banks or other financial institutions (each an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Percentage and any Warehousing Commitment and the same portion of the Loan or interests therein owned at the time owing to it and the Warehousing Notes held by it); provided, however that upon satisfaction of the following conditions: (ia) except for an assignment by a Lender to either an Affiliate each of such Lender or any other Lender, each such assignment the Credit Agent and the Borrower shall require the have given its prior written consent to such assignment (provided that, in the case of the Borrower (Borrower, such consent will not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent withheld and shall not be required if an a Default or Event of Default or an Unmatured Event of Default has shall have occurred and is be continuing; , or in the case of an assignment to an Affiliate of TD Bank); (iib) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; , (iiic) prior to the occurrence of an Event of Default, each assignment, other than an assignment to an Affiliate of TD Bank, shall be in an amount being assigned pursuant to each such assignment (determined as that is at least $50,000,000.00 and is a whole multiple of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 1,000,000.00, and (y) all of the assigning Lender’s Commitment; and (ivd) the parties to each such assignment shall execute and deliver to the Administrative Credit Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance AgreementAcceptance, substantially in the form of Exhibit L hereto or another form approved by Credit Agent (an “Assignment and Acceptance”), together with any Warehousing Notes subject to such assignment. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereunder, and (y) the assigning Lender shall, to the extent that rights provided in such assignment and obligations have been assigned by it pursuant upon payment to such Assignment and Acceptance Agreementthe Credit Agent of the registration fee referred to in Section 11.13(b), relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Administrative Agent, which consent shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) if less than all of the assigning Lender's Commitment is to be assigned, (A) the amount being assigned pursuant to each Commitment of the Assigning Lender after any such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser $10,000,000 (or a whole multiple of (x) $5,000,000 in excess thereof) and (yB) all the Commitment so assigned shall not be less than $10,000,000 (or a whole multiple of the assigning Lender’s Commitment; and$5,000,000 in excess thereof); (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit F attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof permitted hereunder; (vi) no Lender may assign all or a portion of its interests, rights and obligations under this Agreement to more than one (1) Affiliate of such Lender; and (vii) the Administrative Agent, in its capacity as a Lender, shall not effect any assignment of its Commitment if, after giving effect thereto, the amount of its Commitment would be less than the amount of the Commitment of any other Lender. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to any Eligible Assignee one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Commitments) and any Loan or interests therein owned by the Loans at the time owing to it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require with the prior written consent of of: (A) the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such no consent of the Borrower shall not be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under clause (a), (b), (h) or an Unmatured Event (i) of Default Article VIII has occurred and is continuing;, any other Person; and (B) the Administrative Agent (such consent not to be unreasonably withheld). TERM LOAN AGREEMENT, Page 82 (ii) each such assignment Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an affiliate of a constantLender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement Assumption with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and (iv) the parties to each such assignment shall execute and deliver is delivered to the Administrative Agent) shall not be less than $5,000,000, for its acceptance unless each of the Borrower and recording in the RegisterAdministrative Agent otherwise consent; provided, that no such consent of the Borrower shall be required if an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance AgreementEvent of Default under clause (a), (xb), (h) the assignee thereunder or (i) of Article VIII has occurred and is continuing, if any; (B) each partial assignment shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations made as an assignment of a Lender hereunder and (y) proportionate part of all the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, such Lender together with a processing and recordation fee of $3,500; and (D) the Assignee, if it shall cease to not be a party hereto)Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, neither the Commitment so assigned nor the Commitment retained shall be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit F attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $2,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Administrative Agent and the Borrower, which consents shall not be unreasonably withheld and not required of the Borrower upon the occurrence and continuation of a Default or Event of Default, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however PROVIDED that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of EXHIBIT G attached hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; (v) no consent of the Borrower or the Administrative Agent shall be required for an assignment to an Affiliate or Subsidiary of the assigning Lender; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; PROVIDED that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Note held by it); provided, however ) provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (iia) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Aggregate Revolving Credit Commitment and all other rights and obligations under this Agreement; (iiib) except in the amount being assigned pursuant case of assignment to each such assignment (determined as another Lender or to an Affiliate of the date of the Assignment and Acceptance Agreement with respect to such assignment) assigning Lender in which case there shall in be no event be minimum, if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Aggregate Revolving Credit Commitment or Loans is to be assigned, the Aggregate Revolving Credit Commitment or Loans so assigned shall not be less than $10,000,000 and the remaining Aggregate Revolving Credit Commitment of the assigning Lender shall not be less than $10,000,000 (or shall be zero); (ivc) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"); (d) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any other Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (e) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance (including, but not limited to, an assignment by a Lender to another Lender but excluding an assignment by a Lender to an Affiliate of the assigning Lender). Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that : (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Revolving Credit Commitment and all other rights and obligations under this Agreement; ; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment's Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Revolving Credit Commitment or Revolving Credit Loans so assigned shall not be less than $10,000,000; and (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any Credit Party, to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender. Upon 53 <PAGE> 54Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least ten (10) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Any Lender may assign to any Eligible Assignee one or more assignees all or a portion of its rights and obligations under this Agreement (includingwithout the consent of the Borrower, without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however that (i) except for an assignment by a Lender to either an Affiliate of such Lender Guarantor or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed)but in compliance with all applicable laws; provided, however, that such except in the case of an assignment to a Lender, an Affiliate or a Control Investment Affiliate thereof, no interest in any Bridge Loans may be pledged to any commercial bank or other institutional lender or sold, assigned or otherwise transferred to any third party except with the prior consent of the Administrative Agent (which consent shall not unreasonably be required if withheld). Except in the case of an Event assignment to a Lender, an Affiliate of Default a Lender, or an Unmatured Event assignment of Default has occurred and is continuing; (ii) each such assignment shall be the entire remaining amount of a constantthe assigning Lender's Bridge Loans, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount being assigned pursuant of the Bridge Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of (x) $5,000,000 and (y) unless the Borrower otherwise consents. Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s Commitment; and 's rights and obligations under this Agreement. Each assignee that is a Non-U.S. Lender shall comply with the provisions of clause (ivA) of Section 2.8(g) or, with the prior written consent of the Borrower, which shall not be unreasonably withheld, the provisions of clause (B) of Section 2.8(g). The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance AgreementAcceptance. Upon such executionrecording thereof pursuant to Section 6.3, delivery, acceptance and recording from and after the effective date specified in such each Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been of the interest assigned to it pursuant to by such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent that rights and obligations have been of the interest assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish such rights and be released from such its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or of the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 2.6, 2.8 and 2.9).

Assignment by Lenders. Each Lender may may, with the consent of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Revolving Credit Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrowers, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Lead Agents and (so long as no Default or Event of Default has occurred and is continuing) the Borrower, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement and its rights and obligations under the 364-Day Credit Agreement, if such agreement is still in effect; (iiiii) if less than all of the assigning Lender's Commitment is to be assigned, the aggregate amount being assigned pursuant to each of the Commitment under this Agreement and the Commitment under the 364-Day Credit Agreement, if such assignment agreement is still in effect (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) assignment is delivered to the Administrative Agent), so assigned shall in no event not be less than $10,000,000 in the lesser aggregate; (iii) no such assignment of (x) $5,000,000 and (y) all of Swingline Loans or the assigning Lender’s Commitment; andSwingline Commitment shall be permitted; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit F attached hereto (an "Assignment and Acceptance"), together with any Note or Notes subject to such assignment; (v) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; (vi) the representation contained in Section 13.21 hereof shall be true with respect to any such proposed assignee; (vii) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that, the aggregate assignment fee for an assignment hereunder and the contemporaneous assignment under the 364-Day Credit Agreement shall not exceed $3,500; and (viii) the Borrower shall have five (5) Business Days after receipt thereby of any Assignment and Acceptance to consent to the corresponding assignment by executing such agreement. 83 Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, in the ordinary course of its business and in accordance with Applicable Law, sell or assign to any Lender, any Affiliate of a Lender and with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld or delayed, assign to one or more other Eligible Assignee Assignees (any of the foregoing assignees or purchasers, a "Purchasing Lender") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment the Extensions of Credit at the time owing to it and any Loan or interests therein owned the Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the Revolving Credit Commitment of the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Revolving Credit Commitment is to be assigned, the Commitment so assigned shall not be less than $5,000,000 with respect to the Revolving Credit Facility, unless the Administrative Agent consents in writing to a lesser amount; (iviii) the Purchasing Lender shall have delivered to the Administrative Agent all United States Internal Revenue Service Forms required pursuant to Section 5.11(e) and all of the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementsubstantially in the form of Exhibit G attached hereto (or such other form as may be specified by the Administrative Agent from time to time, an "Assignment and Acceptance"), together with (to the extent requested by any Purchasing Lender) any Note or Notes subject to such assignment; (iv) no assignment of a Revolving Credit Commitment, or participation in L/C Obligations or Swingline Loans shall be made without the prior written consent of the Administrative Agent, the Swingline Lender, the Issuing Lender and (so long as no Default or Event of Default has occurred and is continuing) the Borrower (which consents shall not be unreasonably withheld); (v) where consent of the Borrower to an assignment to a Purchasing Lender is required hereunder (including consent to an assignment to an Approved Fund), the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (vi) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (vii) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and provided further that, in any case of contemporaneous assignments by a Lender (including a group of affiliated Lenders that are funds managed by the same investment advisor) to a single assignee or more than one fund managed by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for all such contemporaneous assignments. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless otherwise agreed to by the Administrative Agent), (xA) the assignee Purchasing Lender thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment by Lenders. Each Lender may may, with the consent of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower, which consents shall not be unreasonably withheld, assign to any one or more Eligible Assignee Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment the Revolving Credit Extensions of Credit at the time owing to it and any Loan or interests therein owned the Revolving Credit Notes held by it); provided, however provided that: (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement; (iiiii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be if less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s Commitment; and's Revolving Credit Commitment is to be assigned, the Revolving Credit Commitment so assigned shall not be less than $5,000,000; (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreementin the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording recording, from and after the effective date specified in such each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party to this Agreementhereto and, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder hereby and (yB) the assigning Lender thereunder shall, to the extent that rights and obligations have been assigned by it pursuant to provided in such Assignment and Acceptance Agreementassignment, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and its obligations under this Agreement, such Lender shall cease to be a party hereto).