Common use of Assignments by Xxxxxxx Clause in Contracts

Assignments by Xxxxxxx. (i) Each Lender may, with consent of Borrower to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Lender may, with With the prior written consent of Borrower to the extent no Administrative Agent and the Letter of Credit Issuer, and, other than (x) during the continuance of an Event of Default has occurred and or (y) in the case of an assignment to an existing Lender, or an Affiliate of the assigning Lender that is continuing an Eligible Institution, the Borrowers (which consent shall such consents not to be unreasonably withheld), any Lender may (at its expense) at any time assign any to one or more Eligible Assignees (an “Assignee”) all, or a proportionate part of all (in a constant, not varying, percentage), of its Loansrights and obligations under this Credit Agreement, its Note and its Commitment such Assignee shall assume such rights and obligations, pursuant to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), Assignment and Acceptance Agreement; provided that: (Ai) this Section 12.11(d) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, but no such consent by Administrative Agent or Borrower assignment to a Federal Reserve Bank shall be required release the assigning Lender from its obligations hereunder; (ii) except in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender Lender, or an Affiliate the assignment of all of a Lender) by a Lender of its Loans or Commitment ’s rights and obligations under this Credit Agreement, any assignment shall be made in such manner so that the same portion a minimum amount of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment ($20,000,000 unless otherwise consented to by the Administrative Agent), the obligationsand, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and other than during the continuance of an Event of Default. (ii) From and after , the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Borrowers; (iii) The words “execution,” “signed,” “signature,” the assignee shall deliver to the Borrowers and words of like import in the Administrative Agent any documentation required pursuant to Section 4.1(f); (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance Agreement and pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a processing and recordation fee of $3,500 to the Administrative Agent; and (v) notwithstanding anything in this Section 12.11 to the contrary, it shall be deemed reasonable for the Borrowers to include electronic signatures or the keeping decline consent to an assignment to a Lender which does not agree to waive its rights under Section 5.3 of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actthis Credit Agreement.

Assignments by Xxxxxxx. (i) Each Lender may, with consent of Borrower Subject to the extent conditions set forth in paragraph (c)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Term Loans at the time owing to it) (A) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent and (B) so long as no Event of Default has shall have occurred and is continuing (which continuing, upon notice to the Administrative Borrower; provided that no consent of the Administrative Agent nor notice to the Administrative Borrower shall not be unreasonably withheld)required for an assignment of any Commitment or of all or any portion of the Term Loans to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund Fund. (with ii) Assignments shall be subject to the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatfollowing additional conditions: (A) no such consent by Administrative Agent or Borrower shall be required except in the case of any an assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in Lender or an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, assignment of the entire remaining amount of the assigning Xxxxxx’s Loans Commitment or Term Loan, the amount of the Commitment or Term Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000, unless the Administrative Agent otherwise consents; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and Commitment;obligations under this Agreement and the other Loan Documents; and (C) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Assignment Agreement in form and substance reasonably satisfactory to Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of DefaultAgent. (iiiii) From Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreementthe Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Assumption Agreement covering all of the assigning XxxxxxLender’s rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(dhereto), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement the Loan Documents that does not comply with this Section 10.6(b) 13.05 shall be treated for purposes of this Agreement the Loan Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(b)paragraph (e) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Lender may, with With the prior written consent of Borrower to the extent no Administrative Agent and the Letter of Credit Issuer, and, other than (x) during the continuance of an Event of Default has occurred and or (y) in the case of an assignment to an existing Lender, or an Affiliate of the assigning Lender that is continuing an Eligible Institution, the Borrowers (which consent shall such consents not to be unreasonably withheld), any Lender may (at its expense) at any time assign any to one or more Eligible Assignees (an “Assignee”) all, or a proportionate part of all (in a constant, not varying, percentage), of its Loansrights and obligations under this Credit Agreement, its Note and its Commitment such Assignee shall assume such rights and obligations, pursuant to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), Assignment and Acceptance Agreement; provided that: (Ai) this Section 12.11(d) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, but no such consent by Administrative Agent or Borrower assignment to a Federal Reserve Bank shall be required release the assigning Lender from its obligations hereunder; (ii) except in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender Lender, or an Affiliate the assignment of all of a Lender) by a Lender of its Loans or Commitment ’s rights and obligations under this Credit Agreement, any assignment shall be made in such manner so that the same portion a minimum amount of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment ($20,000,000 unless otherwise consented to by the Administrative Agent), the obligationsand, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and other than during the continuance of an Event of Default. (ii) From and after , the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Borrowers; (iii) The words “execution,” “signed,” “signature,” the assignee shall deliver to the Borrowers and words of like import in the Administrative Agent any documentation required pursuant to Section 4.1(f); (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance Agreement and pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a processing and recordation fee of $3,500 to the Administrative Agent; and (v) notwithstanding anything in this Section 12.11 to the contrary, it shall be deemed reasonable for the Borrowers to include electronic signatures or the keeping decline consent to an assignment to a Lender which does not agree to waive its rights under Section 5.3 of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actthis Credit Agreement.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more assignees (iother than any Disqualified Lender or any natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) Each Lender may, with consent all or a portion of Borrower its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that any such assignment shall be subject to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatfollowing conditions: (A) no the consent of Borrower (such consent by Administrative Agent not to be unreasonably withheld, conditioned or Borrower delayed) shall be required in the case unless (x) an Event of any Default occurred and continued without cure for more than seven (7) Business Days after Administrative Agent’s written notice thereof to Borrower or (y) such assignment by any Lender is to another a Lender or a Controlled subsidiary of Stonebriar Finance Holdings LLC; provided that, notwithstanding the foregoing clause (A)(x), no Lender shall be permitted to consummate an Affiliate assignment without the consent of such Lender or such other Lender except to the extent Borrower until the date that is 30 days after the date that the Administrative Agent has reserved provided Borrower with notice of the termination of Xxxxxxxx’s consent right to consent to further assignments to as a Lender in connection with result of the granting occurrence of its consent to the initial assignment to such Lenderan Event of Default; (B) except to the extent consent of Administrative Agent shall otherwise consent, any (such partial assignment (other than consent not to another Lender be unreasonably withheld or an Affiliate of a Lenderdelayed) shall be in an amount at least equal required for assignments to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitmenta Person that is not a Lender; (C) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and Assumption (including an assignment with a copy to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned promptly provided to the respective assigneeBorrower); (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent Initial Lender may not assign its Delayed Draw Term Loan Commitment without the consent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireBorrower; and (E) for no assignment shall be permitted or effective if as a result of such assignment, Stonebriar and its Affiliates would hold less than 50% of the avoidance aggregate Credit Exposure of doubt, no all Lenders without the consent of Xxxxxxxx shall be required for any assignment the Borrower. Subject to any Person after the occurrence acceptance and during the continuance recording thereof by Administrative Agent pursuant to paragraph (iii) of an Event of Default. (ii) From this Section 9(e), from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(dhereto), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 paragraph (iv) of this Section 10.6(b9(e). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Any Lender may, with consent of Borrower may at any time assign to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any one or more Eligible Assignees all or a portion of its Loans, its Note rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to an Approved Fund it (with the consent of Administrative Agentprovided, which consent however, that pro rata assignments shall not be required if the Lender assigning its and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan is Administrative Agentand any related Commitments), ); provided that: (Ai) no such consent by Administrative Agent or Borrower shall be required [Reserved]; (ii) in the case of assignments of Revolving Loans or Revolving Commitments, such assignment (except in the case of assignments made by or to any assignment Arranger), shall be consented to by each of the Company, Agent, any Issuing Bank and the Swing Line Lender (such consent not to another Lender be (x) unreasonably withheld or delayed or, (y) in the case of the Company, required at any time an Affiliate Event of such Lender Default shall have occurred and then be continuing or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment is to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a LenderLender or an Approved Fund); provided that (A) the Company shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount at least equal of not less than (w) $2,500,000 with respect to Five Million the assignment of the Revolving Commitments and 00/100 Dollars the Revolving Loans, ($5,000,000.00x) or, if lesssuch lesser amount as agreed to by the Company, the entire Agent, any Issuing Bank and the Swing Line Lender, (y) the aggregate amount of the Loans of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Approved Fund of such Lender (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned under the Facilities, except that this clause (ii) shall prohibit any Lender from assigning all or a portion of its rights and Commitmentobligations under the Facilities on a non-pro rata basis; (Civ) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption; such Assignment and Assumption pursuant to which such assignee agrees be (A) electronically executed and delivered to become a “Lender” hereunder the Agent via an electronic settlement system then acceptable to the Agent (or, if not already a Lender) having previously agreed with the Commitment and Loans specified in such instrumentAgent, manually), and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereofB) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent delivered together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars $3,500, unless waived or reduced by the Agent in its sole discretion; and ($3,500.00v) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire; and (E) for administrative questionnaire, in the avoidance of doubtform prescribed by the Agent. Subject to acceptance and recording thereof by the Agent pursuant to Section 10.07(d), no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, (provided that, with respect to circumstances in effect on the effective date of such Assignment and Assumption, an Eligible Assignee shall not be entitled to receive any greater payment under Section 3.01 than the applicable Lender would have been entitled to receive had the assignment not taken place) and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d)3.01, 3.63.03, 3.10 3.04, 10.04 and 10.28); provided, however, that in no event shall such assigning Lender be released 10.05 with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment). Upon request, the Loan Documents which accrued prior Company (at its expense) shall execute and deliver a Note to such assignmentthe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b10.07(d). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Lender may, with With the prior written consent of Borrower to the extent no Administrative Agent, and, other than (x) during the continuance of an Event of Default has occurred and or (y) in the case of an assignment to an existing Lender, or an Affiliate of the assigning Lender that is continuing an Eligible Institution, the Borrowers (which consent shall such consents not to be unreasonably withheld), any Lender may (at its expense) at any time assign any to one or more Eligible Assignees (an “Assignee”) all, or a proportionate part of all (in a constant, not varying, percentage), of its Loansrights and obligations under this Credit Agreement, its Note and its Commitment such Assignee shall assume such rights and obligations, pursuant to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), Assignment and Acceptance Agreement; provided that: (Ai) this Section 12.11(d) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, but no such consent by Administrative Agent or Borrower assignment to a Federal Reserve Bank shall be required release the assigning Lender from its obligations hereunder; (ii) except in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender Lender, or an Affiliate the assignment of all of a Lender) by a Lender of its Loans or Commitment ’s rights and obligations under this Credit Agreement, any assignment shall be made in such manner so that the same portion a minimum amount of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment ($20,000,000 unless otherwise consented to by the Administrative Agent), the obligationsand, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and other than during the continuance of an Event of Default. (ii) From and after , the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Borrowers; (iii) The words “execution,” “signed,” “signature,” the assignee shall deliver to the Borrowers and words of like import in the Administrative Agent any documentation required pursuant to Section 4.1(f); (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance Agreement and pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a Processing and Recordation Fee to the Administrative Agent; and (v) notwithstanding anything in this Section 12.11 to the contrary, it shall be deemed reasonable for the Borrowers to include electronic signatures or the keeping decline consent to an assignment to a Lender which does not agree to waive its rights under Section 5.3 of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actthis Credit Agreement.

Assignments by Xxxxxxx. (i) Each Any Lender maymay assign all, with consent of Borrower to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld)or if less than all, assign any a fixed portion, of its Loans, its Note LC Participations, Swing Loan Participations and/or Commitments and its Commitment rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an Approved Fund (with the consent of Administrative AgentAssignment Agreement; provided, which consent shall not be required if the Lender assigning its Loan is Administrative Agent)however, provided that: (A) no such consent by Administrative Agent or Borrower shall be required except in the case of any (x) an assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire remaining amount of the assigning Xxxxxx’s Loans and/or Commitments or (y) an assignment to another Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, the aggregate amount of the Commitment so assigned (which for this purpose includes the Loans outstanding thereunder) shall not be less than $2,500,000 (unless otherwise mutually agreed upon by the Borrower and Commitmentthe Administrative Agent); (B) in the case of any assignment to an Eligible Assignee at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders; (C) each upon surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the Borrower’s expense, to such assignment (including an assignment to another new Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assigneeassigning Lender, to the extent needed to reflect the revised Commitments; (D) upon execution and delivery unless waived by the assignee (even if already a Administrative Agent, except in the case of an assignment to another Lender) , an Affiliate of such Lender or an Approved Fund with respect to Xxxxxxxx and such Lender, or any Lenders in connection with the initial syndication of the Credit Facilities on or after the Closing Date, the Administrative Agent shall receive at the time of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of each such assignment, be released from the Commitment (assigning or portion thereof) so assigned. Upon each such assignee Lender, the payment of a non-refundable assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire3,500; and (E) for any such assignment shall require the avoidance prior written consent (such consent (except with respect to assignments to competitors of doubt, the Borrower) not to be unreasonably withheld or delayed) of: (1) the Borrower; provided that no consent of Xxxxxxxx the Borrower shall be required for any an assignment (x) by a Lender to any Person Lender or a U.S. based-Affiliate of any Lender, (y) by a Lender to an Approved Fund and (z) during a Specified Event of Default (unless such assignment is to a Disqualified Lender). Notwithstanding anything in this Section 11.06 to the contrary, if the Borrower has not given the Administrative Agent written notice of its objection to an assignment of Loans within fifteen (15) Business Days after written notice of such assignment, the occurrence Borrower shall be deemed to have consented to such assignment; (2) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (3) each LC Issuer and during the continuance Swing Line Lender; provided that no consent of an Event LC Issuer or Swing Line Lender shall be required for an assignment of Defaulta Loan to a Lender, an Affiliate of a Lender or an Approved Fund. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to To the extent of the interest assigned by such Assignment and Assumptionany assignment pursuant to this subsection (c), have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent shall be relieved of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released hereunder with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b)its assigned Commitments. (iii) At the time of each assignment pursuant to this subsection (c) to a Person that is not already a Lender hereunder, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the applicable Internal Revenue Service Forms (and any necessary additional documentation) described in Section 3.02(e). (iv) With respect to any Lender, the transfer of any Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the applicable Borrower) with respect to ownership of such Commitment and Loans, including the name and address of the Lenders and the principal amount of the Loans (and stated interest thereon). Prior to such recordation, all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The words “execution,” “signed,” “signature,” registration of assignment or transfer of all or part of any Commitments and words Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of like import a properly executed and delivered Assignment Agreement pursuant to this subsection (c). The entries in the Lender Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and each Lender shall treat each person whose name is recorded in the Lender Register as a Lender hereunder for all purposes of this Agreement notwithstanding any notice to the contrary. The Lender Register shall be available for the inspection by the Borrower and any Lender (solely with respect to its own interest in any Assignment Loan or Commitment) at any reasonable time and Assumption from time to time upon reasonable prior notice. (v) [Reserved]. (vi) Nothing in this Section 11.06(c) shall prevent or prohibit (A) any Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank or to any Person that extends credit to such Lender in support of borrowings made by such Lender from such Federal Reserve Bank or such other Person, or (B) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder. 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 sub-participations, 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 or any 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 Swing 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 include electronic signatures or the keeping be a Defaulting Lender for all purposes of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actthis Agreement until such compliance occurs.

Assignments by Xxxxxxx. (i) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender maymay assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, with that, no consent of the Borrower shall be required (1) for an assignment and delegation to the extent no a Lender, an Affiliate of a Lender or an Approved Fund or (2) if an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 has occurred and is continuing continuing; provided, further, that, that it shall be reasonable for the Borrower to withhold its consent to any assignment to a Person known to or reasonably believed by it to be a Disqualified Institution or an Affiliate of a Disqualified Institution, whether or not such Person is listed as a Disqualified Institution at such time; provided, further, that, the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (which B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall not be unreasonably withheld)required for an assignment and delegation (1) of all or any portion of a Term Loan to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, an Affiliate of an existing Revolving Lender or an Approved Fund with the consent of Administrative Agentrespect to a Revolving Lender, which consent shall not be required if the Lender assigning its Loan is Administrative Agent)(C) each Issuing Bank, provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by and delegation of all or a portion of a Revolving Commitment or any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender Lender’s obligations in connection with the granting respect of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment LC Exposure (other than to another Lender an existing Revolving Lender) and (D) the Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to an existing Revolving Lender). (ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Lender, an Affiliate of a Lender) shall be in Lender or an amount at least equal to Five Million Approved Fund or an assignment and 00/100 Dollars ($5,000,000.00) or, if less, delegation of the entire remaining amount of the assigning Xxxxxx’s Commitments or Loans of any Class, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment and Commitment; delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided, that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that, this clause (B) shall not be construed to prohibit the assignment and delegation of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that, (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds of such Lender, (2) with respect to any assignment and delegation pursuant to Section 2.21(b) or 9.02(c), the parties hereto agree that such assignment (including an assignment and delegation may be effected pursuant to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having executed by the Commitment and Loans specified in such instrumentBorrower, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, and that the Lender required to the extent of make such assignment and delegation need not be a party thereto and (unless otherwise consented 3) the Administrative Agent may, in its sole discretion, elect to by Administrative Agent), waive such processing and recordation fee in the obligations, rights and benefits case of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such any assignment, be released from and (D) the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is shall not already be a Lender, shall (1) deliver to the Administrative Agent and to the Borrower any tax forms required by Section 2.19(f) and (2) to the Administrative Agent an Administrative Questionnaire; and Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (Ewhich may contain MNPI) for will be made available and who may receive such information in accordance with the avoidance of doubtassignee’s compliance procedures and applicable law, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence including Federal, State and during the continuance of an Event of Defaultforeign securities laws. (iiiii) From Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 (and subject to the obligations and limitations of) Sections 2.6(d)2.14, 3.62.17, 3.10 2.18 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect 9.03 and to any defaults by or liabilities of fees payable hereunder that have accrued for such Lender under the Loan Documents which accrued prior to such assignmentXxxxxx’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b9.04(c). (iiiiv) The words “execution,” “signed,” “signature,” and words Administrative Agent, acting solely for this purpose as a non-fiduciary agent of like import in any the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.19(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment and delegation required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided, that, the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section 9.04 or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to include electronic signatures or have represented to the keeping Administrative Agent that all written consents required by this Section 9.04 with respect thereto (other than the consent of records the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in electronic proper form, and each assignee, by its execution and delivery of which an Assignment and Assumption, shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, deemed to have represented to the extent assigning Xxxxxx and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActAdministrative Agent that such assignee is an Eligible Assignee.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent 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, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative 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 of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loan 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 Credit on a non-pro rata basis; (iii) any assignment of a Commitment relating to the Credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under the Credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, (B) no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld)continuing, assign any and the assignment is of its Loans, its Note and its a Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments relating to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consentnon-revolving credit that is fully advanced, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or an Affiliate A low by at least two of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans Moody’s, S&P and Commitment is assigned to the respective assigneeDBRS respectively; (Dv) upon execution and delivery any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee (even if is itself already a LenderLender with the same type of Commitment or a Default has occurred and is continuing; and (vi) the parties to Xxxxxxxx each assignment shall execute and deliver to the Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) in an amount specified elsewhere in this Agreement10 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph 10(c) for the avoidance of doubtthis Section, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)3 and 9, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). paragraph (iiid) The words “execution,” “signed,” “signature,” and words of like import this Section. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Loan to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified below in the aggregate or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to 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, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent shall not to be unreasonably withheld)withheld or delayed, assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderwithin five Business Days after having received written notice thereof); (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder partial assignment shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations made as an assignment of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent proportionate part of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Credit Agreement with respect to any defaults by the Loans or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Commitment assigned; (iii) The words “execution,” “signed,” “signature,” no consent shall be required for any assignment to an Eligible Assignee except to the extent required by paragraph (b)(i) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and words is continuing at the time of like import in any Assignment and Assumption such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall be deemed to include electronic signatures 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or the keeping of records in electronic form, each of which delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consents of the same legal effect, validity L/C Issuers and the Swing Line Lender (such consents not to be unreasonably withheld or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided delayed) shall be required for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actassignment.

Assignments by Xxxxxxx. (i) Each Any Lender may, may at any time assign to one (1) or more Eligible Assignees all or a portion of its rights and obligations under this Agreement with consent respect to all or a portion of Borrower its Revolving Credit Commitment(s) and the Loans at the time owing to it. (ii) Assignments shall be subject to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatfollowing additional conditions: (A) no except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such consent by assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or Borrower or, if “Trade Date” is specified in the Assignment and Assumption, as of such Trade Date) shall not be required less than $5.0 million, in the case of any assignment in respect of the Revolving Facility, or less than $1.0 million, in the case of any assignment in respect of the Term Facility (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by any Lender to another Lender two (2) or an Affiliate more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two (2) or more lenders that are Affiliates) unless each of such Lender or such other Lender except to the extent that Administrative Agent has reserved and the right Lead Borrower otherwise consent (each such consent not to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderbe unreasonably withheld or delayed); (B) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or shall be made as an Affiliate assignment of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount proportionate part of all the assigning Xxxxxx’s Loans rights and Commitmentobligations under this Agreement with respect to the Facility or the Revolving Credit Commitment assigned, except that this clause (B) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (C) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become Assumption, together with a “Lender” hereunder (if not already a Lender) having the Commitment processing and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent recordation fee of such assignment $3,500 (unless otherwise consented to waived or reduced by the Administrative AgentAgent in its sole discretion), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (ED) for the avoidance Eligible Assignee provides the Lead Borrower and the Administrative Agent the forms required by Section 10.1(c) prior to the assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of doubtthis Section 10.10, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)8.4, 3.610.1(a) and 10.13 and subject to any obligations hereunder with respect to facts and circumstances occurring prior to the effective date of such assignment. All parties hereto consent that assignments to the Borrowers permitted by the terms hereof shall not be construed as violating pro rata, 3.10 optional redemption or any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by a Borrower of any Loans and/or Revolving Credit Commitments the same shall be deemed cancelled and 10.28); providedno longer outstanding for any purpose under this Agreement, howeverincluding without limitation, that Section 10.11, and in no event shall such assigning Lender be released with respect to the Borrowers have any defaults by or liabilities rights of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActLoan Document.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans of any Class at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender (in each case, other than a Disqualified Institution), the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) of any Class or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent no 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 or an integral multiple of $1,000,000 (or, if the Commitment is not then in effect and Loans are outstanding in an Alternate Currency, ₤5,000,000 or €5,000,000 or an integral multiple of ₤1,000,000 or €1,000,000, as applicable) in excess thereof, unless each of the Administrative Agent and, unless a Specified Event of Default has occurred and is continuing continuing, the Borrowers otherwise consents (which each such consent shall not to be unreasonably withheldwithheld or delayed), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (Bii) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or shall be made as an Affiliate assignment of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans and Commitmentor the Commitment of any Class assigned; (Ciii) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) 3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) no assignment shall be made to a Disqualified Institution without TCG’s prior written consent (which consent may be withheld in its sole discretion), and upon an inquiry by any Lender to the Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified Institution, the Administrative Agent shall be permitted to disclose to such inquiring Lender whether such specific potential assignee or prospective participant is on the list of Disqualified Institutions; provided that the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions and shall not be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or have any liability with respect to or arising out of any assignment or participation to or disclosure of confidential information to, a Disqualified Institution; and (Ev) for the avoidance of doubt, no consent of Xxxxxxxx assignment shall be required for any assignment made to any Person after a natural person. Subject to notice to TCG and acceptance and recording thereof by the occurrence and during the continuance Administrative Agent pursuant to clause (c) of an Event of Default. (ii) From this Section 9.06, from and after the effective date Assignment Date specified in each Assignment and Assumption (an “Assignment Date”), the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)3.09, 3.63.11, 3.10 3.12 and 10.28); provided, however, that in no event shall such assigning Lender be released 9.04 with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to such assignmentAssignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 clause (d) of this Section 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import 9.06. Notwithstanding anything herein to the contrary, in any Assignment and Assumption no event shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be MHCB hold less than 66.6% of the same legal effect, validity or enforceability as a manually executed signature or aggregate Commitments under this Agreement unless the use of a paper-based recordkeeping system, as the case may be, Borrowers separately agree in writing to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActMHCB holding less than such amount.

Assignments by Xxxxxxx. (i) Each Lender may, with With the prior written consent of Borrower to the extent no Administrative Agent and the Letter of Credit Issuer, and, other than (x) during the continuance of an Event of Default has occurred and or (y) in the case of an assignment to an existing Lender, or an Affiliate of the assigning Lender that is continuing an Eligible Institution, the Borrowers (which consent shall such consents not to be unreasonably withheld), any Lender may (at its expense) at any time assign any to one or more Eligible Assignees (an “Assignee”) all, or a proportionate part of all (in a constant, not varying, percentage), of its Loansrights and obligations under this Credit Agreement, its Note and its Commitment such Assignee shall assume such rights and obligations, pursuant to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), Assignment and Acceptance Agreement; provided that: (Ai) this Section 12.11(d) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, but no such consent by Administrative Agent or Borrower assignment to a Federal Reserve Bank shall be required release the assigning Lender from its obligations hereunder; (ii) except in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender Lender, or an Affiliate the assignment of all of a Lender) by a Lender of its Loans or Commitment ’s rights and obligations under this Credit Agreement, any assignment shall be made in such manner so that the same portion a minimum amount of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment ($20,000,000 unless otherwise consented to by the Administrative Agent), the obligationsand, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and other than during the continuance of an Event of Default. (ii) From and after , the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Borrowers; (iii) The words “execution,” “signed,” “signature,” the assignee shall deliver to the Borrowers and words of like import in the Administrative Agent any documentation required pursuant to Section 4.1(f); (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance Agreement and pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a Processing and Recordation Feeprocessing and recordation fee of $3,500 to the Administrative Agent; and (v) notwithstanding anything in this Section 12.11 to the contrary, it shall be deemed reasonable for the Borrowers to include electronic signatures or the keeping decline consent to an assignment to a Lender which does not agree to waive its rights under Section 5.3 of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actthis Credit Agreement.

Assignments by Xxxxxxx. (i1) Each Any Lender maymay at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it), with consent of Borrower to the extent no provided that: (a) except if an Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx's Commitment and the Advances at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an , the aggregate amount at least equal to Five Million and 00/100 Dollars of the Commitment being assigned ($5,000,000.00which for this purpose includes Advances outstanding thereunder) or, if lessthe applicable Commitment is not then in effect, the entire amount principal outstanding balance of the Advances of the assigning Xxxxxx’s Loans and Commitment; (C) Lender subject to each such assignment (including determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than US $10,000,000, 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); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx's rights and obligations under this Agreement; (c) any assignment must be approved by each Issuing Bank (such approval not to another be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender. Each Issuing Bank will be deemed to have given its consent ten (10) Business Days after a Lender has requested it, unless consent is expressly refused by such Issuing Bank; (d) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless: (i) the proposed assignee is itself already a Lender, or (ii) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Xxxxx'x Investor Services Inc., S&P and Dominion Bond Rating Service Limited, respectively; (e) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or an Affiliate of a LenderLender or a Default has occurred and is continuing. The Borrower will be deemed to have given its consent ten (10) by Business Days after a Lender of its Loans or Commitment has requested it, unless consent is expressly refused by the Borrower; and (f) the parties to each assignment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) 5,000 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for any administrative questionnaire required by the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of DefaultAgent. (ii2) From Subject to acceptance and recording thereof by the Agent pursuant to Section 10.3, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s 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 2.6(d)11.7, 3.611.9 and 11.10, 3.10 and 10.28); providedshall continue to be liable for any breach of this Agreement by such Lender, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities facts and circumstances occurring before the effective date of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import 10.4. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Advance to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it (provided, however, that pro rata assignments shall not be required)); provided that: (i) Each [reserved]; (ii) in the case of assignments of Revolving Loans or Revolving Commitments, such assignment, shall be consented to by each of the Company and Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Company, required at any time an Event of Default shall have occurred and then be continuing, or (z) required in the case of an assignment by an assigning Lender may, with consent to an Affiliate or Approved Fund of Borrower such Lender or any other Revolving Lender); provided that (A) the Company shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall object thereto by written notice to the extent Agent within ten (10) Business Days after having received written notice thereof and (B) except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Revolving Loans or Revolving Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Loans and Revolving Commitments 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 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 Agent and, so long as no Event of Default has occurred and is continuing continuing, the Company otherwise consents (which each such consent shall not to be unreasonably withheldwithheld or delayed), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (Biii) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or shall be made as an Affiliate assignment of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans and Commitmentor the Commitment assigned under the Facilities; (Civ) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption; such Assignment and Assumption pursuant to which such assignee agrees be (A) electronically executed and delivered to become a “Lender” hereunder the Agent via an electronic settlement system then acceptable to the Agent (or, if not already a Lender) having previously agreed with the Commitment and Loans specified in such instrumentAgent, manually), and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereofB) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent delivered together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars $3,500, unless waived or reduced by the Agent in its sole discretion; and ($3,500.00v) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire; and (E) for administrative questionnaire, in the avoidance of doubtform prescribed by the Agent. Subject to acceptance and recording thereof by the Agent pursuant to Section 10.07(d), no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d)3.01, 3.63.03, 3.10 3.04, 10.04 and 10.28)10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, howeverthat 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 in no event Xxxxxx’s having been a Defaulting Lender). Upon request, the Company (at its expense) shall such assigning Lender be released with respect execute and deliver a Note to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignmentassignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b10.07(d). The Agent shall not be responsible for monitoring the list of Disqualified Lenders and shall have no liability for non-compliance by any Lender. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (i) Each Lender mayincluding all or a portion of its Commitment and the Loans at the time owing to it), with subject to the consent of the Borrower (not to the extent no Event be unreasonably withheld or delayed; it being understood that withholding or delaying consent with respect to an assignment to any Disqualified Lender or any Sanctioned Lender shall not be deemed unreasonable) unless (a) an event of Default default has occurred and is continuing continuing, in which case such assignment may be made to any Person other than a Disqualified Lender or a Sanctioned Lender, or (which consent shall not be unreasonably withheld)b) the assignment is to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund in each case that is not a Disqualified Lender. Each such assignment (other than an assignment to a Lender, Affiliate of a Lender or an Approved Fund) shall (i) not be less than U.S.$5.0 million in respect of loans and commitments under the Revolving Facility and (ii) U.S.$1.0 million in respect of loans and commitments under the Term Facility. For any assignments for which the Borrower’s consent is required, such consent shall be deemed to have been given if the Borrower shall not have responded within ten (10) Business Days of a written request for such consent. Neither the Administrative Agent nor any Lead Arranger shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the consent provisions hereof relating to Disqualified Lenders or Sanctioned Lenders. Without limiting the generality of the foregoing, the Administrative Agent, which consent Agent shall not (x) be required if obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Lender or Sanctioned Lender or (y) have any liability with respect to or arising out of any assignment, or disclosure of confidential information, to any Disqualified Lender or Sanctioned Lender. The parties to each assignment shall execute and deliver to the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required an Assignment and Assumption, together with a processing and recordation fee of U.S.$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 by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx . No such assignment shall be required for made to (i) any assignment to Loan Party or any Person after the occurrence and during the continuance of an Event of Default. Loan Party’s Affiliates or Subsidiaries or (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by Defaulting Lender or liabilities any of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Actits Subsidiaries, or any other similar state laws based on Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the Uniform Electronic Transactions Actprimary benefit of, a natural Person).

Assignments by Xxxxxxx. (i) Each Any Lender maymay assign all, with consent of Borrower to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld)or if less than all, assign any a fixed portion, of its Loans, its Note LC Participations, Swing Loan Participations and/or Commitments and its Commitment rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an Approved Fund (with the consent of Administrative AgentAssignment Agreement; provided, which consent shall not be required if the Lender assigning its Loan is Administrative Agent)however, provided that: (A) no such consent by Administrative Agent or Borrower shall be required except in the case of any (x) an assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire remaining amount of the assigning Xxxxxx’s Loans and/or Commitments or (y) an assignment to another Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, the aggregate amount of the Commitment so assigned (which for this purpose includes the Loans outstanding thereunder) shall not be less than $1,000,000; (B) in the case of any assignment to an Eligible Assignee at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and Commitmentof the existing Lenders; (C) each upon surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the Borrower’s expense, to such assignment (including an assignment to another new Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee;assigning Lender, to the extent needed to reflect the revised Commitments; and (D) upon execution and delivery unless waived by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent, the Administrative Agent shall receive at the time of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of each such assignment, be released from the Commitment (assigning or portion thereof) so assigned. Upon each such assignee Lender, the payment of a non-refundable assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default3,500. (ii) From and after To the effective date specified in each Assignment and Assumption extent of any assignment pursuant to this subpart (c), the assignee thereunder assigning Lender shall be a party hereto andrelieved of its obligations hereunder with respect to its assigned Commitments 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 the interest assigned by such Assignment and Assumption, have the rights and obligations any claim of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released any party hereunder arising from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning that Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b)Defaulting Lender. (iii) At the time of each assignment pursuant to this subpart (c), to a Person that is not already a Lender hereunder and that is not a U.S. Person for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the applicable Internal Revenue Service Forms (and any necessary additional documentation) described in ‎Section 3.03(g). (iv) With respect to any Lender, the transfer of any Commitment of such Xxxxxx and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the Borrower) with respect to ownership of such Commitment and Loans, including the name and address of the Lenders and the principal amount of the Loans (and stated interest thereon). Prior to such recordation, all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The words “execution,” “signed,” “signature,” registration of assignment or transfer of all or part of any Commitments and words Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of like import a properly executed and delivered Assignment Agreement pursuant to this subpart (c). The Lender Register shall be available for the inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. (v) Nothing in this Section shall prevent or prohibit (A) any Assignment Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank or to any Person that extends credit to such Lender in support of borrowings made by such Lender from such Federal Reserve Bank or such other Person, or (B) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder. (vi) In connection with any assignment of rights and Assumption 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 LC Issuer, each Swing Line 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 Swing Loans in accordance with its Revolving Facility 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 include electronic signatures be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (vii) Notwithstanding anything contained herein, no Lender may assign, sell, negotiate or the keeping otherwise transfer its Loans, LC Participations, Swing Line Participations and/or Commitments to any Credit Party or any Affiliate of records in electronic form, each of which shall be any of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actforegoing.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent 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, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative 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 of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loan 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 Credit on a non-pro rata basis; (iii) any assignment of a Commitment relating to the Credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under the Credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, (B) no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld)continuing, assign any and the assignment is of its Loans, its Note and its a Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments relating to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consentnon-revolving credit that is fully advanced, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or an Affiliate A low by at least two of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans Moody’s, S&P and Commitment is assigned to the respective assigneeDBRS respectively; (Dv) upon execution and delivery any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee (even if is itself already a LenderLender with the same type of Commitment or a Default has occurred and is continuing; and (vi) the parties to Xxxxxxxx each assignment shall execute and deliver to the Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) in an amount specified elsewhere in this Agreement10 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph 10(c) for the avoidance of doubtthis Section, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this 10 Ensure that the Credit Agreement specifies the amount of this fee. Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)3 and 9, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). paragraph (iiid) The words “execution,” “signed,” “signature,” and words of like import this Section. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Loan to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. (a) Any Lender may at any time, at such Xxxxxx’s sole expense, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances at the time owing to it), provided that: (i) Each Lender may, with consent of Borrower to the extent no except if an Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Advances at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Advances outstanding thereunder) shall be in an amount at least equal subject to Five Million each such assignment (determined as of the date the Assignment and 00/100 Dollars ($5,000,000.00) Assumption with respect to such assignment is delivered to the Agent or, if less“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 Agent and, so long as no Default has occurred and is continuing, the entire amount Borrower otherwise consent to a lower amount; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s Loans rights and Commitmentobligations under this Agreement; (Ciii) each such any assignment must be approved by the Agent unless: (including an A) the proposed assignee is itself already a Lender, or (B) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Moody’s, S&P and DBRS, respectively; (iv) any assignment to another must be approved by the Borrower unless the proposed assignee is itself already a Lender or an Affiliate Event of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so Default has occurred and is continuing; provided that the same portion Parties acknowledge and agree that the consent of its Loans the Borrower shall not be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; and (v) the parties to each assignment shall execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) [Redacted – commercially sensitive] and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for any administrative questionnaire required by the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of DefaultAgent. (iib) From Subject to acceptance and recording thereof by the Agent pursuant to Section 11.3, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)13.7, 3.613.8 and 13.9, 3.10 and 10.28); providedshall continue to be liable for any breach of this Agreement by such Lender, however, that in no event shall such assigning Lender be released each case with respect to any defaults by or liabilities facts and circumstances occurring before the effective date of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import 11.4. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Advance to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Commitment are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent 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 Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Revolving Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or the Swing Line Lender’s rights and obligations in respect of Swing Line Loans; (iii) no consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if for any assignment except to the Lender assigning its Loan is Administrative Agent)extent required by subsection (b)(i) of this Section and, provided thatin addition: (A) no the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that it is understood that it shall be reasonable for the Borrower to withhold consent to a new assignee Lender (x) if as a result of such assignment the Borrower would incur additional costs, including without limitation, under Sections 2.13 and 2.16; and the assignee Lender shall provide such information, if requested by Administrative Agent the Borrower, in connection with any proposed assignment or (y) if such new assignee Lender is a competitor of the Borrower or an Affiliate of a competitor of the Borrower; provided, further, 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 (10) Business Days after having received notice thereof; (B) the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in the case respect of any Revolving Commitment if such assignment by any Lender is to another Lender or a Person that is not a Lender, an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection an Approved Fund with the granting of its consent to the initial assignment respect to such Lender; (B) except ; provided that, in consenting to any such assignment, the Agent has no duty to, and shall not be liable to the extent Administrative Agent shall otherwise consentBorrower, any assignor or assignee Lenders or any of their respective Affiliates for any failure to, inquire or otherwise verify whether or not such partial assignment (other than is being made to another Lender a competitor of the Borrower or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount competitor of the assigning Xxxxxx’s Loans Borrower, and Commitment;the Agent shall have no duty or obligation to prohibit such assignment; and (C) the consent of the L/C Issuers and the Swing Line Lender (each such assignment (including an assignment consent not to another Lender be unreasonably withheld or an Affiliate of a Lenderdelayed) by a Lender of its Loans or Commitment shall be made required for any assignment in such manner so that the same portion respect of its Tranche A Revolving Loans and Commitment is assigned Tranche A Revolving Commitments. (iv) the parties to each assignment shall execute and deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee in the amount of Three Thousand Five Hundred $3,500; provided, however, that the Agent may, in its sole discretion, elect to waive such processing and 00/100 Dollars ($3,500.00) and recordation fee in the reasonable fees and disbursements case of Administrative Agent’s counsel incurred in connection therewithany assignment. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (iiv) From no such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural Person (or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person). (vi) 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 subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the 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 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 participations in Letters of Credit and Swing Line Loans in accordance with its Revolving Commitment 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 all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d)2.13, 3.62.14, 3.10 2.16, 9.1 and 10.289.2 with respect to facts and circumstances occurring prior to the effective date of such assignment and shall continue to retain the obligations with respect thereto as well); provided, howeverthat 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 in no event Xxxxxx having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall such assigning execute and deliver applicable Note(s) to the assignee Lender, and the assignor Lender be released with respect to shall surrender and cancel any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignmentNotes, if requested. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b)subsection (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Any Lender may, with consent of Borrower may at any time assign to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any one or more Eligible Assignees all or a portion of its Loans, its Note rights and its Commitment obligations under this Agreement (including all or a portion of the Loan at the time owing to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agentit), ; provided that: (Ai) no such consent by Administrative Agent or Borrower each partial assignment shall be required in the case of any made as an assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount proportionate part of all the assigning Xxxxxx’s Loans rights and Commitmentobligations under this Agreement with respect to the Loan and commitments assigned; (Cii) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireAssignment and Assumption; and (Eiii) for the avoidance Administrative Agent or one or more of doubtits Affiliates shall serve as administrative agent hereunder. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Section 13.4 with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment. Upon request, Borrower Borrowers (at itstheir expense) shall execute and deliver a Note to the Loan Documents which accrued prior to such assignmentassignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b)subsection (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans (including for purposes of this paragraph (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Revolving Credit Commitment and the Loans at the time owing to it, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender maysubject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to and recorded in the Register by the Administrative Agent) shall not be less than $5,000,000, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof or to an Approved Fund with respect thereto, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of Borrower an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Commitment assigned; (iii) no consent shall be required for any assignment except to the extent no required by subsections (b)(i) and (b)(iv) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (which consent shall not be unreasonably withheld)2) such assignment is to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund (with respect to a Lender; provided that the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderwithin 5 Business Days after having received written notice thereof; (B) except to the extent consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall otherwise consentbe required for assignments in respect of (1) the Revolving Credit Facility unless such assignment is to a Person that is a Revolving Credit Lender, any such partial assignment (other than to another Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund with respect to a Revolving Credit Lender or (2) any Incremental Term Loans unless such assignment is to a Person that is a Lender) shall be in , an amount at least equal Affiliate of a Lender or an Approved Fund with respect to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitmenta Lender; (C) each the consent of the Issuing Lenders (such assignment (including an assignment consent not to another Lender be unreasonably withheld or an Affiliate of a Lenderdelayed) by a Lender of its Loans or Commitment shall be made required for any assignment in such manner so that respect of the same portion of its Loans and Commitment is assigned to the respective assigneeRevolving Credit Facility; (D) upon execution the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility; (iv) the parties to each assignment shall execute and delivery by deliver to the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) 3,500 for each assignment, and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and all documentation and other information reasonably determined by the Administrative Agent to be required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (v) no such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or 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); (vi) no such assignment shall be made to a natural person; and (Evii) for the avoidance in connection with any assignment of doubtrights 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 Xxxxxxxx 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 (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) 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 Revolving Credit Commitment 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 all purposes of this Agreement until such compliance occurs. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Xxxxxx and the Eligible Assignee, the Eligible Assignee’s completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder), any “know your customer” information requested by the Administrative Agent, the processing and recordation fee referred to in Section 13.10(b)(iv) and any written consent to such assignment required by Section 13.10(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the Eligible Assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for any assignment purposes of this Agreement unless and until it has been recorded in the Register as provided in this Section 13.10(b). Subject to any Person after acceptance and recording thereof by the occurrence and during the continuance Administrative Agent pursuant to paragraph (c) of an Event of Default. (ii) From this Section, from and after the effective date specified of recordation in each Assignment and Assumption the assignee Register, the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)4.8, 3.64.9, 3.10 4.10, 4.11 and 10.28); provided, however, that in no event shall such assigning Lender be released 13.3 with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment. Upon request, the Loan Documents which accrued prior Borrower (at its expense) shall execute and deliver a Note to such assignmentthe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b)paragraph (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (iincluding all or a portion of its Commitment and the Accommodations Outstanding at the time owing to it); provided that: (a) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations Outstanding hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations Outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than U.S. $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the applicable Borrower otherwise consents to a lower amount (which each such consent shall not to be unreasonably withheldwithheld or delayed), assign any of its Loans, its Note and its Commitment to an Approved Fund ; (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (Ab) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of as an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and proportionate part of all the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Agreement with respect to any defaults by the Accommodations Outstanding or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under Commitment assigned, except that this Agreement that does not comply with this clause Section 10.6(b16.01(2)(b) shall be treated for purposes not prohibit any Lender from assigning all or a portion of this Agreement as a sale by such Lender of a participation in such its rights and obligations in accordance with Section 10.6(b). among separate credits on a non-pro rata basis; (iiic) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use assignment of a paperRevolving Credit Commitment must be approved by the Documentary Credit Lenders (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Revolving Credit Commitment; (d) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender, an Affiliate of a Lender or an Approved Fund; - 134 - 1808964.02A-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.NYCSR03A - MSWLEGAL_1:80104430.16

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans (including for purposes of this paragraph (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Revolving Credit Commitment and the Loans at the time owing to it, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender maysubject 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 (A) such assignment is made to an existing Lender, to an Affiliate thereof or to an Approved Fund with respect thereto, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of Borrower an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Commitment assigned; (iii) no consent shall be required for any assignment except to the extent no required by subsections (b)(i) and (b)(iv) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (which consent shall not be unreasonably withheld)2) such assignment is to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund (with respect to a Lender; provided that the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderwithin 10 Business Days after having received written notice thereof; (B) except to the extent consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall otherwise consentbe required for assignments in respect of (1) the Revolving Credit Facility unless such assignment is to a Person that is a Revolving Credit Lender, any such partial assignment (other than to another Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund with respect to a Revolving Lender or (2) any Incremental Term Loans unless such assignment is to a Person that is a Lender) shall be in , an amount at least equal Affiliate of a Lender or an Approved Fund with respect to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitmenta Lender; (C) each the consent of the Issuing Lenders (such assignment (including an assignment consent not to another Lender be unreasonably withheld or an Affiliate of a Lenderdelayed) by a Lender of its Loans or Commitment shall be made required for any assignment in such manner so that respect of the same portion of its Loans and Commitment is assigned to the respective assigneeRevolving Credit Facility; (D) upon execution the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility; (iv) the parties to each assignment shall execute and delivery by deliver to the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) 3,500 for each assignment, and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (v) no such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or 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); (vi) no such assignment shall be made to a natural person; and (Evii) for the avoidance in connection with any assignment of doubtrights 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 Xxxxxxxx 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 (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Lender, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) 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 Revolving Credit Commitment 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 required deemed to be a Defaulting Lender for any assignment all purposes of this Agreement until such compliance occurs. Subject to any Person after acceptance and recording thereof by the occurrence and during the continuance Administrative Agent pursuant to paragraph (c) of an Event of Default. (ii) From this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)4.8, 3.64.9, 3.10 4.10, 4.11 and 10.28); provided, however, that in no event shall such assigning Lender be released 13.3 with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment. Upon request, the Loan Documents which accrued prior Borrower (at its expense) shall execute and deliver a Note to such assignmentthe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b)paragraph (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (iincluding all or a portion of its Commitment and the Accommodations Outstanding at the time owing to it); provided that: (a) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations Outstanding hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations Outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than U.S. $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents to a lower amount (which each such consent not to be unreasonably withheld or delayed); (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 the Accommodations Outstanding or the Commitment assigned, except that this clause Section 15.01(2)(b) 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; (c) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld)withheld or delayed) unless the proposed assignee is itself already a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund Fund; (with d) any assignment must be approved by the consent of Administrative AgentBorrower, which consent shall such approval not to be required if unreasonably withheld or delayed (provided that the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved within 5 Business Days after having received notice thereof), unless the right to consent to further assignments to proposed assignee is itself already a Lender in connection with the granting same type of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender Commitment or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate Approved Fund or if an Event of Default has occurred and is continuing; and if the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a Lender) processing and recordation fee of U.S. $3,500 (other than in the case of multiple contemporaneous assignments by a Lender of its Loans to affiliate funds or Commitment Approved Funds, in which case only one such fee shall be made in such manner so that payable), which fee shall not be for the same portion account of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentLoan Parties, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and and (Ee) for the avoidance in connection with any assignment of doubtrights 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 - 118 - LEGAL_1:80104424.8 participations or subparticipations, or other compensating actions, including funding, with the consent of Xxxxxxxx the Borrower and the Administrative 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), and 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); provided that 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 required deemed to be a Defaulting Lender for any assignment all purposes of this Agreement until such compliance occurs. Subject to any Person after acceptance and recording thereof by the occurrence and during the continuance Administrative Agent pursuant to paragraph (4) of an Event of Default. (ii) From this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Credit Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)Article 8 and Article 14, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer by a Lender of rights shall not be or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Accommodation to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. (i) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the extent no Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (which B) the Administrative Agent (such consent shall not to be unreasonably withheldwithheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund and (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: C) each Issuing Bank (A) no such consent by Administrative Agent not to be unreasonably withheld or Borrower shall be required delayed) in the case of any assignment by and delegation of all or a portion of a Revolving Commitment or any Lender to another Lender or an Affiliate Lender’s obligations in respect of such Lender or such other Lender except its LC Exposure. (i) Assignments and delegations shall be subject to the extent that Administrative Agent has reserved following additional conditions: (A) except in the right to consent to further assignments case of an assignment and delegation to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in Lender or an amount at least equal to Five Million Approved Fund or an assignment and 00/100 Dollars ($5,000,000.00) or, if less, delegation of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and Commitment; delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or to two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations by or to two or more Approved Funds, (2) the Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(c), the parties hereto agree that such assignment (including an assignment and delegation may be effected pursuant to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having executed by the Commitment and Loans specified in such instrumentBorrower, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, and that the Lender required to the extent of make such assignment and delegation need not be a party thereto, and (unless otherwise consented to by Administrative Agent), D) the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire; and Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (Ewhich may contain MNPI) for will be made available and who may receive such information in accordance with the avoidance of doubtassignee’s compliance procedures and applicable law, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence including Federal, State and during the continuance of an Event of Defaultforeign securities laws. (ii) From Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 (and subject to the obligations and limitations of) Sections 2.6(d)2.15, 3.62.16, 3.10 2.17 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect 9.03 and to any defaults by or liabilities of fees payable hereunder that have accrued for such Lender under the Loan Documents which accrued prior to such assignmentXxxxxx’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b9.04(c). (iii) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (iv) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (v) The words “execution,” ”, “signed,” ”, “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may beapplicable, to the extent and as provided for in any applicable Legal Requirementslaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Act or any other similar state State laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Any Lender maymay assign all, with consent of Borrower to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld)or if less than all, assign any a fixed portion, of its Loans, its Note LC Participations, Swing Loan Participations and/or Commitments and its Commitment rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an Approved Fund (with the consent of Administrative AgentAssignment Agreement; provided, which consent shall not be required if the Lender assigning its Loan is Administrative Agent)however, provided that: (A) no such consent by Administrative Agent or Borrower shall be required except in the case of any (x) an assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire remaining amount of the assigning Xxxxxx’s Loans and/or Commitments or (y) an assignment to another Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, the aggregate amount of the Commitment so assigned (which for this purpose includes the Loans outstanding thereunder) shall not be less than $1,000,000; (B) in the case of any assignment to an Eligible Assignee at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and Commitmentof the existing Lenders; (C) each upon surrender of the old Notes, if any, upon request of the new Lender, new Notes will be issued, at the Borrower’s expense, to such assignment (including an assignment to another new Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee;assigning Lender, to the extent needed to reflect the revised Commitments; and (D) upon execution and delivery unless waived by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent, the Administrative Agent shall receive at the time of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of each such assignment, be released from the Commitment (assigning or portion thereof) so assigned. Upon each such assignee Lender, the payment of a non-refundable assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default3,500. (ii) From and after To the effective date specified in each Assignment and Assumption extent of any assignment pursuant to this subpart (c), the assignee thereunder assigning Lender shall be a party hereto andrelieved of its obligations hereunder with respect to its assigned Commitments 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 the interest assigned by such Assignment and Assumption, have the rights and obligations any claim of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released any party hereunder arising from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning that Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be having been a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b)Defaulting Lender. (iii) At the time of each assignment pursuant to this subpart (c), to a Person that is not already a Lender hereunder and that is not a U.S. Person for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the applicable Internal Revenue Service Forms (and any necessary additional documentation) described in ‎Section 3.03(g). (iv) With respect to any Lender, the transfer of any Commitment of such Xxxxxx and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent (on behalf of and acting solely for this purpose as a non-fiduciary agent of the Borrower) with respect to ownership of such Commitment and Loans, including the name and address of the Lenders and the principal amount of the Loans (and stated interest thereon). Prior to such recordation, all amounts owing to the transferor with respect to such Commitment and Loans shall remain owing to the transferor. The words “execution,” “signed,” “signature,” registration of assignment or transfer of all or part of any Commitments and words Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of like import a properly executed and delivered Assignment Agreement pursuant to this subpart (c). The Lender Register shall be available for the inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. (v) Nothing in this Section shall prevent or prohibit (A) any Assignment Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank or to any Person that extends credit to such Lender in support of borrowings made by such Lender from such Federal Reserve Bank or such other Person, or (B) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder. (vi) In connection with any assignment of rights and Assumption 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 LC Issuer, each Swing Line 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 Swing Loans in accordance with its Revolving Facility 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 include electronic signatures be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (vii) Notwithstanding anything contained herein, no Lender may assign, sell, negotiate or the keeping otherwise transfer its Loans, LC Participations, Swing Line Participations and/or Commitments to any Credit Party or any Affiliate of records in electronic form, each of which shall be any of the same legal effectforegoing, validity including without limitation, any Permitted Holder or enforceability as a manually executed signature or the use any Affiliate of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActPermitted Holder.

Assignments by Xxxxxxx. (i) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the extent no Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (which B) the Administrative Agent (such consent shall not to be unreasonably withheldwithheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund and (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: C) each Issuing Bank (A) no such consent by Administrative Agent not to be unreasonably withheld or Borrower shall be required delayed) in the case of any assignment by and delegation of all or a portion of a Revolving Commitment or any Lender to another Lender or an Affiliate Lender’s obligations in respect of such Lender or such other Lender except its LC Exposure. (ii) Assignments and delegations shall be subject to the extent that Administrative Agent has reserved following additional conditions: (A) except in the right to consent to further assignments case of an assignment and delegation to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in Lender or an amount at least equal to Five Million Approved Fund or an assignment and 00/100 Dollars ($5,000,000.00) or, if less, delegation of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and Commitment; delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or to two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations by or to two or more Approved Funds, (2) the Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(c), the parties hereto agree that such assignment (including an assignment and delegation may be effected pursuant to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having executed by the Commitment and Loans specified in such instrumentBorrower, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, and that the Lender required to the extent of make such assignment and delegation need not be a party thereto, and (unless otherwise consented to by Administrative Agent), D) the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire; and Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (Ewhich may contain MNPI) for will be made available and who may receive such information in accordance with the avoidance of doubtassignee’s compliance procedures and applicable law, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence including Federal, State and during the continuance of an Event of Defaultforeign securities laws. (iiiii) From Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 (and subject to the obligations and limitations of) Sections 2.6(d)2.15, 3.62.16, 3.10 2.17 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect 9.03 and to any defaults by or liabilities of fees payable hereunder that have accrued for such Lender under the Loan Documents which accrued prior to such assignmentXxxxxx’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b9.04(c). (iiiiv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution,” ”, “signed,” ”, “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may beapplicable, to the extent and as provided for in any applicable Legal Requirementslaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Act or any other similar state State laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (i) Each Lender mayincluding all or a portion of its Commitment and the Loans at the time owing to it), with subject to the consent of the Borrower (not to the extent no Event be unreasonably withheld or delayed; it being understood that withholding or delaying consent with respect to an assignment to any Disqualified Lender or any Sanctioned Lender shall not be deemed unreasonable) unless (a) an event of Default default has occurred and is continuing continuing, in which case such assignment may be made to any Person other than a Disqualified Lender or a Sanctioned Lender, or (which consent shall not be unreasonably withheld)b) the assignment is to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund in each case that is not a Disqualified Xxxxxx. Each such assignment (other than an assignment to a Lender, Affiliate of a Lender or an Approved Fund) shall (i) not be less than €5.0 million in respect of loans and commitments under the Revolving Facility and (ii) €1.0 million in respect of loans and commitments under the Term Facility. For any assignments for which the Borrower’s consent is required, such consent shall be deemed to have been given if the Borrower shall not have responded within ten (10) Business Days of a written request for such consent. Neither the Administrative Agent nor any Bookrunner shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the consent provisions hereof relating to Disqualified Lenders or Sanctioned Lenders. Without limiting the generality of the foregoing, the Administrative Agent, which consent Agent shall not (x) be required if obligated to ascertain, monitor or inquire as to whether any Lender or prospective Lender is a Disqualified Lender or Sanctioned Lender or (y) have any liability with respect to or arising out of any assignment, or disclosure of confidential information, to any Disqualified Lender or Sanctioned Lender. The parties to each assignment shall execute and deliver to the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required an Assignment and Assumption, together with a processing and recordation fee of €3,500 plus VAT; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx . No such assignment shall be required for made to (i) any assignment to Loan Party or any Person after the occurrence and during the continuance of an Event of Default. Loan Party’s Affiliates or Subsidiaries or (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by Defaulting Lender or liabilities any of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Actits Subsidiaries, or any other similar state laws based on Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the Uniform Electronic Transactions Actprimary benefit of, a natural Person).

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) Each except if an Event of Default has occurred and is continuing, the assignor shall maintain a Commitment (after such assignment) of not less than $5,000,000; (ii) except if an Event of Default has occurred and is continuing, the assignee shall not be a non-resident (as defined in the Income Tax Act (Canada)); (iii) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents to a lower amount (which each such consent not to be unreasonably withheld or delayed); (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (iv) 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; (v) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatwithheld or delayed) unless: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any an assignment by any of a Commitment, the proposed assignee is itself already a Lender to another with the same type of Commitment or is an Affiliate of a Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender;Approved Fund, or (B) except the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long-term debt is rated at least “A3”, “A-” or “A low” by at least two of Xxxxx’x, S&P and DBRS, respectively; (vi) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another proposed assignee is itself already a Lender with the same type of Commitment or is an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate Approved Fund or an Event of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans Default has occurred and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnairecontinuing; and (Evii) for the avoidance parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee equal to $5,000, to be paid by the assignor or assignee (and not Borrower). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of doubtthis Section, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Financing Agreements, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)Section 5 and Section 10.20, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). paragraph (iiid) The words “execution,” “signed,” “signature,” and words of like import this Section. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Loan to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (iincluding all or a portion of its Commitment and the Accommodations Outstanding at the time owing to it); provided that: (a) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations Outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations Outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent 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 Agent and, so long as no Event of Default has occurred and is continuing continuing, the Parent otherwise consents to a lower amount; (which consent b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Accommodations Outstanding or the Commitment assigned, except that this clause (b) 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; (c) any assignment of a Commitment must be approved by the Fronting Letter of Credit Lenders and the Swingline Lender (such approval not to be unreasonably withheld, conditioned or delayed) unless the Person that is the proposed assignee is itself already a Lender (other than a Defaulting Lender); (d) except if any Event of Default has occurred and is continuing, assign any of its Loansassignment must be approved by the Agent (such approval not to be unreasonably withheld, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatconditioned or delayed) unless: (Ai) no such consent the proposed assignee is itself already a Lender; or (ii) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by Administrative Agent or Borrower shall be required in the case at least two of Xxxxx’x, S&P and DBRS, respectively; (e) any assignment must be approved by any Lender the Parent (such approval not to another Lender be unreasonably withheld or delayed) unless (i) the proposed assignee is itself an Affiliate of such assigning Lender or such other Lender except to the extent that Administrative Agent an Approved Fund; or (ii) if an Event of Default under Section 10.01(1), Section 10.01(2), Section 10.01(4)(ii), Section 10.01(8) or Section 10.01(9) has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderoccurred and is continuing; (Bf) except the parties to each assignment shall execute and deliver to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars Cdn.$3,500 payable by the Eligible Assignee ($3,500.00unless such assignment is from a Lender to an Affiliate or Approved Fund thereof) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneesuch Eligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaireadministrative questionnaire satisfactory to the Agent; and (Eg) for the avoidance in connection with any assignment of doubtrights 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 Xxxxxxxx the Parent and the Agent, the applicable pro-rata share of Accommodations previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each Fronting Letter of Credit Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its full pro rata share of all Accommodations and participations in Letters of Credit in accordance with the percentage equivalent of the ratio which such Defaulting Lender’s portion of the Commitment bears to the aggregate amount of the Commitment. 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 required deemed to be a Defaulting Lender for any assignment all purposes of this Agreement until such compliance occurs. Subject to any Person after acceptance and recording thereof by the occurrence and during the continuance Agent pursuant to clause (d) of an Event of Default. (ii) From this paragraph 2, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)ARTICLE 11 and ARTICLE 17, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Lender under the Loan Documents which accrued prior to such assignmentwill constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx having been a Defaulting Lender. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer by a Lender of rights shall not be or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures be a repayment by the Borrowers or a new Accommodations to the keeping Borrowers. Notwithstanding any other provision of records in electronic formthis Agreement, each the Agent shall have no responsibility for monitoring any assignments or participations to Ineligible Transferees. The list of which all Ineligible Transferees shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, made available to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actall Lenders.

Assignments by Xxxxxxx. (i) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender maymay assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, with conditioned or delayed) of (A) the Borrower; provided that no consent of the Borrower shall be required (1) for an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund and (2) if an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the extent Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund, and (C) each Issuing Bank, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure. (ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment and delegation of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents (such 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 continuing, (which consent B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be unreasonably withheld), assign any construed to prohibit the assignment and delegation of its a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, its Note (C) the parties to each assignment and its Commitment delegation shall execute and deliver to the Administrative Agent an Approved Fund Assignment and Assumption, together with a processing and recordation fee of $3,500 (with which fee may be waived or reduced in the consent sole discretion of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent); provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds of such Lender, provided that: (A2) no such consent by Administrative Agent or Borrower fee shall be required in the case of any assignment by any Lender apply to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) and delegation by a Lender of to its Loans Affiliate and (3) with respect to any assignment and delegation pursuant to Section 2.18(b) or Commitment shall 9.02(c), the parties hereto agree that such assignment and delegation may be made in such manner so that the same portion of its Loans and Commitment is assigned effected pursuant to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having executed by the Commitment and Loans specified in such instrumentBorrower, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, and that the Lender required to the extent of make such assignment and delegation need not be a party thereto, and (unless otherwise consented to by Administrative Agent), D) the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.16(f) and an Administrative Questionnaire; and Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (Ewhich may contain MNPI) for will be made available and who may receive such information in accordance with the avoidance of doubtassignee’s compliance procedures and applicable law, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence including Federal, State and during the continuance of an Event of Defaultforeign securities laws. (iiiii) From Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 (and subject to the obligations and limitations of) Sections 2.6(d)2.14, 3.62.15, 3.10 2.16 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect 9.03 and to any defaults by or liabilities of fees payable hereunder that have accrued for such Lender under the Loan Documents which accrued prior to such assignmentXxxxxx’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b9.04(c). (iiiiv) The words “execution,” “signed,” “signature,” and words Administrative Agent, acting solely for this purpose as a non-fiduciary agent of like import in any the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of (and stated interest on) the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.16(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to include electronic signatures or have represented to the keeping Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of records the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in electronic proper form, and each assignee, by its execution and delivery of which an Assignment and Assumption, shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, deemed to have represented to the extent assigning Lender and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActAdministrative Agent that such assignee is an Eligible Assignee.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and Revolving Loans at the time owing to it (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Revolving Loan and any related Revolving Commitments)); provided that: (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Revolving Loans or Revolving Commitment at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing under Section 8.01(a), (which f) or (g), the Borrower otherwise consents (each such consent shall not to be unreasonably withheldwithheld or delayed), assign any of its Loans, its Note and its Commitment to an Approved Fund (with ; provided that the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment deemed to have consented unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderwithin ten (10) Business Days after having received notice thereof; (Bii) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or shall be made as an Affiliate assignment of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Revolving Loans and Commitmentor the Revolving Commitments assigned under the Facility; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption; such assignment Assignment and Assumption to be (including A) electronically executed and delivered to the Administrative Agent via an assignment electronic settlement system then acceptable to another Lender the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion; provided that, no processing and recordation fee shall be payable in connection with an Affiliate of assignments by or to the Arranger or its Affiliates; and (iv) if the Eligible Assignee shall not be a Lender, (A) by a Lender of its Loans or Commitment shall be made in such manner so the relevant assignor, at the time that it notifies the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such proposed assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to the Administrative Agent a duly executed Form W-9 or appropriate duly executed Form W-8 (with appropriate attachments), as applicable, of the proposed Eligible Assignee and (B) such Eligible Assignee shall deliver to the Administrative Agent an administrative questionnaire, in the form prescribed by the Administrative Questionnaire; and (E) for Agent. Subject to acceptance and recording thereof by the avoidance of doubtAdministrative Agent pursuant to Section 10.07(c), no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, (provided that, with respect to circumstances in effect on the effective date of such Assignment and Assumption, an Eligible Assignee shall not be entitled to receive any greater payment under Section 3.01 than the applicable Lender would have been entitled to receive had the assignment not taken place) and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations (excluding any indemnity or confidentiality obligations or obligations under Section 3.01) under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d)3.01, 3.63.03, 3.10 3.04, 10.04 and 10.28); provided, however, that in no event shall such assigning Lender be released 10.05 with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment). Upon request, the Borrower (at their expense) shall execute and deliver a Revolving Loan Documents which accrued prior Note to such assignmentthe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b10.07(d). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment, Peruvian Notes and the Advances at the time owing to it), provided that: (i) Each Lender may, with consent of Borrower to the extent no except if an Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx's Commitment and the Advances at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire aggregate amount of the assigning Xxxxxx’s Loans and Commitment; Commitment being assigned (Cwhich for this purpose includes Advances outstanding thereunder) subject to each such assignment (including determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than US$10,000,000, unless each of the Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx's rights and obligations under this Agreement; (iii) any assignment must be approved by each Issuing Bank (such approval not to another be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender; (iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender, or (B) the proposed assignee is a bank whose senior, unsecured, non - credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Moody's, S&P and DBRS Limited, respectively; (v) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender (or an Affiliate of a Lender) by or a Lender of its Loans or Commitment shall be made in such manner so Default has occurred and is continuing; provided that the same portion Parties acknowledge and agree that the consent of its Loans and Commitment the Borrower shall not be considered to have been unreasonably withheld if it is assigned withheld as a result of any proposed assignment to the respective assigneea Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; (Dvi) upon execution no assignment shall be permitted unless immediately following such assignment: (A) the aggregate Applicable Percentage of the assigning Lender together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the HB Peru ARCA) of the assigning Lender together with the Applicable Percentage (as defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and (B) the aggregate Applicable Percentage of the applicable Eligible Assignee together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the HB Peru ARCA) of the applicable Eligible Assignee together with the Applicable Percentage (as defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and (vii) the parties to each assignment shall execute and delivery by deliver to the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) US$5,000 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is not already a Lender, shall deliver any administrative questionnaire required by the Agent; provided that no such fee shall be payable if the Eligible Assignee is an Affiliate of a Lender. In furtherance of the foregoing, on the date of any such assignment pursuant to Administrative Agent an Administrative Questionnaire; and (E) this Section, HB Peru SAC shall deliver to the assigning Lender and the assignee Lender, in form and substance satisfactory to the assigning Lender and the assignee Lender, in exchange for the avoidance Peruvian Notes previously delivered by HB Peru SAC to the assigning Lender, appropriately completed Peruvian Notes and Peruvian Note Completion Agreements, dated the effective date of doubtsuch assignment, no consent of Xxxxxxxx shall be required for any assignment payable to any Person such assigning Lender and to such assignee Lender, in an aggregate amount equal to their respective Advances and Commitments, after the occurrence giving effect to such assignment, and during the continuance of an Event of Defaultotherwise duly completed. (iib) From Subject to acceptance (if required) and recording thereof by the Agent pursuant to Section 11.3, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s 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 2.6(d)13.8, 3.613.9 and 13.10, 3.10 and 10.28); providedshall continue to be liable for any breach of this Agreement by such Lender, however, that in no event shall such assigning Lender be released each case with respect to any defaults by or liabilities facts and circumstances occurring before the effective date of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import 11.4. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Advance to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. (i) Each Lender may, with With the prior written consent of Borrower to the extent no Administrative Agent, and, other than (x) during the continuance of an Event of Default has occurred and or (y) in the case of an assignment to an existing Lender, or an Affiliate of the assigning Lender that is continuing of similar credit quality as such assigning Lender, the Borrowers (which consent shall such consents not to be unreasonably withheld), any Lender may (at its expense) at any time assign any to one or more Eligible Assignees (an “Assignee”) all, or a proportionate part of all (in a constant, not varying, percentage), of its Loansrights and obligations under this Credit Agreement, its Note and its Commitment such Assignee shall assume such rights and obligations, pursuant to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), Assignment and Acceptance Agreement; provided that: (Ai) this Section 12.11(c) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, but no such consent by Administrative Agent or Borrower assignment to a Federal Reserve Bank shall be required release the assigning Lender from its obligations hereunder; (ii) except in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender Lender, or an Affiliate the assignment of all of a Lender) by a Lender of its Loans or Commitment ’s rights and obligations under this Credit Agreement, any assignment shall be made in such manner so that the same portion a minimum amount of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment ($10,000,000 unless otherwise consented to by the Administrative Agent), the obligationsand, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and other than during the continuance of an Event of Default. (ii) From and after , the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Borrowers; (iii) The words “execution,” “signed,” “signature,” the assignee shall deliver to the Borrowers and words of like import in the Administrative Agent any documentation required pursuant to Section 4.1(f); (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance Agreement and pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a Processing and Recordation Fee to the Administrative Agent; (v) notwithstanding anything in this Section to the contrary, it shall be deemed reasonable for the Borrowers to include electronic signatures decline consent to an assignment to a Lender which does not agree to waive its rights under Section 5.3 of this Credit Agreement; and (vi) the consent of the Letter of Credit Issuer (such consent not to be unreasonably withheld or the keeping of records in electronic form, each of which delayed) shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided required for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actassignment.

Assignments by Xxxxxxx. (i) Each Any Lender may, may at any time assign to one (1) or more Eligible Assignees all or a portion of its rights and obligations under this Agreement with consent respect to all or a portion of Borrower its Term Loan Commitment(s) and the Loans at the time owing to it. (ii) Assignments shall be subject to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatfollowing additional conditions: (A) no such consent by Administrative Agent or Borrower shall be required except in the case of any an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx’s Term Loan Commitment(s) and the Loans at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Term Loan Commitment(s) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00which for this purpose includes Loans outstanding thereunder) or, if lessthe applicable Term Loan Commitment is not then in effect, the entire amount principal outstanding balance of the 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 such Trade Date) shall not be less $1.0 million (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two (2) or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two (2) or more lenders that are Affiliates) unless each of the Administrative Agent and the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s Loans rights and Commitmentobligations under this Agreement with respect to the Facility assigned, except that this clause (B) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (C) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become Assumption, together with a “Lender” hereunder (if not already a Lender) having the Commitment processing and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent recordation fee of such assignment $3,500 (unless otherwise consented to waived or reduced by the Administrative AgentAgent in its sole discretion), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (ED) for the avoidance Eligible Assignee provides the Borrower and the Administrative Agent the forms required by Section 10.1(c) prior to the assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of doubtthis Section 10.10, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’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 2.6(d)8.4, 3.610.1(a) and 10.13 and subject to any obligations hereunder with respect to facts and circumstances occurring prior to the effective date of such assignment. All parties hereto consent that assignments to the Borrower permitted by the terms hereof shall not be construed as violating pro rata, 3.10 optional redemption or any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by the Borrower of any Loans the same shall be deemed cancelled and 10.28); providedno longer outstanding for any purpose under this Agreement, howeverincluding without limitation, that Section 10.11, and in no event shall such assigning Lender be released with respect to the Borrower have any defaults by or liabilities rights of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActLoan Document.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to 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, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent shall not to be unreasonably withheld), assign any of its Loans, its Note withheld or delayed and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further within five Business Days after having received written notice thereof); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a Lender in connection with the granting single Eligible Assignee (or to an Eligible Assignee and members of its consent to the initial Assignee Group) will be treated as a single assignment to for purposes of determining whether such Lenderminimum amount has been met; (Bii) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or shall be made as an Affiliate assignment of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount proportionate part of all the assigning Xxxxxx’s rights and obligations under this Credit Agreement with respect to the Loans and Commitmentor the Commitment assigned; (Ciii) each such any assignment (including an assignment to another Lender or an Affiliate of a Lender) Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender of its Loans (whether or Commitment not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become Assumption, together with a “Lender” hereunder (if not already a Lender) having processing and recordation fee in the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loansamount, if any, theretofore held by such assignee) required as set forth in Schedule 11.3, and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and . Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (Ec) for the avoidance of doubtthis Section, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 2.6(d)3.9, 3.63.12, 3.10 3.13, 3.14, and 10.28); provided, however, that in no event shall such assigning Lender be released 11.5(b) with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment. Upon request, the Loan Documents which accrued prior Borrower (at its expense) shall execute and deliver a Note to such assignmentthe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this Section 10.6(b) 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 10.6(b)subsection (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one (1) or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that: (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to 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, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5.0 million, unless, in each case, each of the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent not to 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 Administrative Agent within five (5) Business Days after having received notice thereof), it being understood that assignments to a Lender or an Affiliate of a Lender or an Approved Fund shall not be unreasonably withheld)subject to such minimum amounts; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Revolving Lender’s rights and obligations under this Agreement with respect to the Revolving Loans and the Revolving Commitment assigned, assign except that this clause (ii) shall not apply to rights in respect of Swingline Loans; (iii) any assignment of its Loans, its Note Revolving Commitments and its Commitment to an Approved Fund (with Revolving Loans must be approved by the consent of Administrative Agent, which consent each L/C Issuer and the Swingline Lender and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Borrower (each such approval not to 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 Administrative Agent within ten (10) Business Days after having received notice thereof); provided that the Borrower’s approval shall not be required if the Lender assigning its Loan proposed assignee is Administrative Agent)a Revolving Lender, provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Revolving Lender or an Affiliate of a LenderApproved Fund; and (iv) by a Lender of its Loans or Commitment the parties to each assignment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee in the amount of Three Thousand Five Hundred and 00/100 Dollars $3,500 ($3,500.00) which fee may be waived by the Administrative Agent in its discretion), and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall (A) deliver to the Administrative Agent an Administrative Questionnaire; and Questionnaire and (EB) for deliver to the avoidance of doubtBorrower and the Administrative Agent the forms required to be delivered pursuant to Section 3.01(e). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)3.01, 3.63.04, 3.10 3.05, and 10.28); provided, however, that in no event shall 11.04 (subject to the requirements and limitations of such assigning Lender be released Sections) with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment. Upon request, the Loan Documents which accrued prior Borrower (at its expense) shall execute and deliver a Note to such assignmentthe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b11.06(b) 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 10.6(b11.06(d). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its Commitments and its Loans (at the time owing to it)); provided that: (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitments or Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitments or principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent shall not to be unreasonably withheld)withheld or delayed, assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further within five Business Days after having received written notice thereof); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a Lender in connection with the granting single Eligible Assignee (or to an Eligible Assignee and members of its consent to the initial Assignee Group) will be treated as a single assignment to for purposes of determining whether such Lenderminimum amount has been met; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder partial assignment shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations made as an assignment of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent proportionate part of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Loan Agreement with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights Commitments and obligations in accordance with Section 10.6(b).Loans assigned; (iii) The words “execution,” “signed,” “signature,” no consent shall be required for any assignment to an Eligible Assignee except to the extent required by paragraph (b)(i) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (x) an Event of Default has occurred and words is continuing at the time of like import in any Assignment and Assumption such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall be deemed to include electronic signatures 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; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or the keeping of records in electronic form, each of which delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of the same legal effect, validity such Lender or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, an Approved Fund with respect to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actsuch Lender.

Assignments by Xxxxxxx. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment, Peruvian Notes and the Advances at the time owing to it), provided that: (i) Each Lender may, with consent of Borrower to the extent no except if an Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx's Commitment and the Advances at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire aggregate amount of the assigning Xxxxxx’s Loans and Commitment; Commitment being assigned (Cwhich for this purpose includes Advances outstanding thereunder) subject to each such assignment (including an assignment to another Lender or an Affiliate determined as of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to date the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant with respect to which such assignee agrees assignment is delivered to become a “Lender” hereunder (the Agent or, if not already a Lender) having the Commitment and Loans "Trade Date" is specified in such instrumentthe Assignment and Assumption, as of the Trade Date) shall not be less than US$10,000,000, unless each of the Agent and, so long as no Default has occurred and upon consent thereto by Administrative Agent and Borrower to the extent required aboveis continuing, the assignee shall have, Borrower otherwise consents to the extent of such assignment a lower amount (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is consent not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default.unreasonably withheld or delayed); (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder partial assignment shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations made as an assignment of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent proportionate part of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).; (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall assignment must be deemed approved by each Issuing Bank (such approval not to include electronic signatures be unreasonably withheld or delayed) unless the keeping of records in electronic form, each of which shall be of Person that is the same legal effect, validity or enforceability as proposed assignee is itself already a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.Lender;

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided that (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified below in the aggregate or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to 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, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent shall not to be unreasonably withheld)withheld or delayed, assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderwithin five Business Days after having received written notice thereof); (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder partial assignment shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations made as an assignment of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent proportionate part of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Loan Agreement with respect to any defaults by the Loans or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Commitment assigned; (iii) The words “execution,” “signed,” “signature,” no consent shall be required for any assignment to an Eligible Assignee except to the extent required by paragraph (b)(i) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and words is continuing at the time of like import in any Assignment and Assumption such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall be deemed to include electronic signatures 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; and (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or the keeping of records in electronic form, each of which delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of the same legal effect, validity such Lender or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, an Approved Fund with respect to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actsuch Lender.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) Each Lender may, with consent of Borrower to the extent no except if an Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx's Commitment and the Loans at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender) shall be in an , the aggregate amount at least equal to Five Million and 00/100 Dollars of the Commitment being assigned ($5,000,000.00which for this purpose includes Loans outstanding thereunder) or, if lessthe applicable Commitment is not then in effect, the entire amount principal outstanding balance of the Loan of the assigning Xxxxxx’s Loans and Commitment; (C) Lender subject to each such assignment (including determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx's rights and obligations under this Agreement with respect to another the Loan 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 the L/C Issuer (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (v) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or an Affiliate thereof or a Default or Event of a LenderDefault has occurred and is continuing; and (vi) by a Lender of its Loans or Commitment each Assignee shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee in the amount of Three Thousand Five Hundred and 00/100 Dollars ($3,500.003,500) or the Equivalent Amount thereof, and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and . Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (Ec) for the avoidance of doubtthis Section, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s 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 2.6(d)Article 11, 3.6Section 12.5 and Section 12.8, 3.10 and 10.28); providedshall continue to be liable for any breach of this Agreement by such Xxxxxx, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). paragraph (iiid) The words “execution,” “signed,” “signature,” and words of like import this Section. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Loan to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment, Peruvian Notes and the Advances at the time owing to it), provided that: (i) Each Lender may, with consent of Borrower to the extent no except if an Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any an assignment by any Lender of the entire remaining amount of the assigning Xxxxxx's Commitment and the Advances at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire aggregate amount of the assigning Xxxxxx’s Loans and Commitment; Commitment being assigned (Cwhich for this purpose includes Advances outstanding thereunder) subject to each such assignment (including determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than US$10,000,000, unless each of the Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx's rights and obligations under this Agreement; (iii) any assignment must be approved by each Issuing Bank (such approval not to another be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender; (iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender, or (B) the proposed assignee is a bank whose senior, unsecured, non -credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Moody's, S&P and DBRS Limited, respectively; (v) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender (or an Affiliate of a Lender) by or a Lender of its Loans or Commitment shall be made in such manner so Default has occurred and is continuing; provided that the same portion Parties acknowledge and agree that the consent of its Loans and Commitment the Borrower shall not be considered to have been unreasonably withheld if it is assigned withheld as a result of any proposed assignment to the respective assigneea Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; (Dvi) upon execution no assignment shall be permitted unless immediately following such assignment: (A) the aggregate Applicable Percentage of the assigning Lender together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the HB Peru ARCA) of the assigning Lender together with the Applicable Percentage (as defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and (B) the aggregate Applicable Percentage of the applicable Eligible Assignee together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the HB Peru ARCA) of the applicable Eligible Assignee together with the Applicable Percentage (as defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and (vii) the parties to each assignment shall execute and delivery by deliver to the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) US$5,000 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is not already a Lender, shall deliver any administrative questionnaire required by the Agent; provided that no such fee shall be payable if the Eligible Assignee is an Affiliate of a Lender. In furtherance of the foregoing, on the date of any such assignment pursuant to Administrative Agent an Administrative Questionnaire; and (E) this Section, HB Peru SAC shall deliver to the assigning Lender and the assignee Lender, in form and substance satisfactory to the assigning Lender and the assignee Lender, in exchange for the avoidance Peruvian Notes previously delivered by HB Peru SAC to the assigning Lender, appropriately completed Peruvian Notes and Peruvian Note Completion Agreements, dated the effective date of doubtsuch assignment, no consent of Xxxxxxxx shall be required for any assignment payable to any Person such assigning Lender and to such assignee Lender, in an aggregate amount equal to their respective Advances and Commitments, after the occurrence giving effect to such assignment, and during the continuance of an Event of Defaultotherwise duly completed. (iib) From Subject to acceptance (if required) and recording thereof by the Agent pursuant to Section 11.3, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s 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 2.6(d)13.8, 3.613.9 and 13.10, 3.10 and 10.28); providedshall continue to be liable for any breach of this Agreement by such Lender, however, that in no event shall such assigning Lender be released each case with respect to any defaults by or liabilities facts and circumstances occurring before the effective date of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import 11.4. Any payment by an assignee to an assigning Lender in any Assignment and Assumption connection with an assignment or transfer shall not be or be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Advance to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified below in the aggregate or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to 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, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent shall not to be unreasonably withheld), assign any of its Loans, its Note withheld or delayed and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of deemed to have consented to any such assignment unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderwithin five Business Days after having received written notice thereof); (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder partial assignment shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations made as an assignment of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent proportionate part of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Credit Agreement with respect to any defaults by the Loans or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).Commitment assigned; (iii) The words “execution,” “signed,” “signature,” no consent shall be required for any assignment to an Eligible Assignee except to the extent required by paragraph (b)(i) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and words is continuing at the time of like import in any Assignment and Assumption such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall be deemed to include electronic signatures 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; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or the keeping of records in electronic form, each of which delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consents of the same legal effect, validity L/C Issuers and the Swing Line Lender (such consents not to be unreasonably withheld or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided delayed) shall be required for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actassignment.

Assignments by Xxxxxxx. (i) Each Any Lender may, with consent of Borrower may at any time assign to the extent no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld), assign any one or more Eligible Assignees all or a portion of its Loans, its Note rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to an Approved Fund (with the consent of Administrative Agentit); provided, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (Ai) no such consent by Administrative Agent or Borrower shall be required except in the case of any an assignment by any Lender of the entire remaining amount of the assigning Lender’s applicable Commitment and the Loans under such Commitment at the time owing to another Lender it or in the case of an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments assignment to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an , the aggregate amount at least equal to Five Million and 00/100 Dollars of the applicable Commitment ($5,000,000.00which for this purpose includes Loans outstanding thereunder) or, if lessthe applicable Commitment is not then in effect, the entire amount principal outstanding balance of the Loans of the assigning Xxxxxx’s Loans and Commitment; (C) Lender subject to each such assignment (including an assignment to another Lender or an Affiliate determined as of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to date the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant with respect to which such assignee agrees assignment is delivered to become a the Administrative Agent or, if “LenderTrade Date” hereunder (if not already a Lender) having the Commitment and Loans is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5.0 million unless the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent (each such instrument, and upon consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment of all or a portion of the Loans and/or Commitments unless it shall object thereto by written notice to the Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment within ten (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions 10) Business Days after having received written notice thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default.; (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder partial assignment shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations made as an assignment of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent proportionate part of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Agreement with respect to any defaults by the applicable Class of Loans or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under applicable Commitment assigned, except that this Agreement that does not comply with this Section 10.6(bclause (ii) shall be treated for purposes not prohibit any Lender from assigning all or a portion of this Agreement as a sale by such Lender of a participation in such its rights and obligations in accordance with Section 10.6(b).among separate Facilities on a non-pro rata basis; (iii) The words “execution,” “signed,” “signature,” any assignment of a Commitment or a Loan must be approved by the Issuing Lenders, unless the Person that is the proposed assignee is itself a Lender with a Commitment or an outstanding Loan (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and words of like import in any deliver to the Administrative Agent an Assignment and Assumption shall be deemed Assumption, together with a processing and recordation fee of $3,500; provided that, the Administrative Agent may, in its sole discretion, elect to include electronic signatures or the keeping of records waive such processing and recordation fee in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may beof any assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActAdministrative Agent an Administrative Questionnaire.

Assignments by Xxxxxxx. (i) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the extent no Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (which B) the Administrative Agent (such consent shall not to be unreasonably withheldwithheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund and (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: C) each Issuing Bank (A) no such consent by Administrative Agent not to be unreasonably withheld or Borrower shall be required delayed) in the case of any assignment by and delegation of all or a portion of a Revolving Commitment or any Lender to another Lender or an Affiliate Lender’s obligations in respect of such Lender or such other Lender except its LC Exposure. (ii) Assignments and delegations shall be subject to the extent that Administrative Agent has reserved following additional conditions: (A) except in the right to consent to further assignments case of an assignment and delegation to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in Lender or an amount at least equal to Five Million Approved Fund or an assignment and 00/100 Dollars ($5,000,000.00) or, if less, delegation of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and Commitment; delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or to two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations by or to two or more Approved Funds, (2) the Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(c), the parties hereto agree that such assignment (including an assignment and delegation may be effected pursuant to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having executed by the Commitment and Loans specified in such instrumentBorrower, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, and that the Lender required to the extent of make such assignment and delegation need not be a party thereto, and (unless otherwise consented to by Administrative Agent), D) the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire; and Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (Ewhich may contain MNPI) for will be made available and who may receive such information in accordance with the avoidance of doubtassignee’s compliance procedures and applicable law, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence including Federal, State and during the continuance of an Event of Defaultforeign securities laws. (iiiii) From Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 (and subject to the obligations and limitations of) Sections 2.6(d)2.15, 3.62.16, 3.10 2.17 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect 9.03 and to any defaults by or liabilities of fees payable hereunder that have accrued for such Lender under the Loan Documents which accrued prior to such assignmentXxxxxx’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b9.04(c). (iiiiv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee. (vi) The words “execution,” ”, “signed,” ”, “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may beapplicable, to the extent and as provided for in any applicable Legal Requirementslaw, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, Act or any other similar state State laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Lender may, with consent of Borrower Subject to the extent no Event conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees, other than a Disqualified Institution (“Assignees”) all or a portion of Default has occurred its rights and is continuing obligations under this Agreement (which consent shall not be unreasonably withheldincluding all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), assign any of its participations in L/C Obligations and in Swing Line Loans, its Note and its Commitment ) at the time owing to an Approved Fund (it) with the prior written consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatof: (A) no such the Parent Borrower unless (1) an Event of Default under Section 8.01(a) or, solely with respect to the Parent Borrower, Section 8.01(f) has occurred and is continuing, or (2) an assignment of all or a portion of the Term B Loans to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Parent Borrower’s consent by Administrative Agent with respect to any assignment of the Term B Loans shall not be unreasonably withheld or delayed and the Parent Borrower shall be required in deemed to have consented to any such assignment of the case of any assignment Term B Loans unless it shall object thereto by any Lender to another Lender or an Affiliate of such Lender or such other Lender except written notice to the extent that Administrative Agent has reserved within ten (10) Business Days after having received notice thereof or (3) an assignment of all or a portion of the Term Loans pursuant to Section 10.07(h), Section 10.07(k) or Section 10.07(l) (it being understood that the Parent Borrower will have the right to withhold its consent to further assignments to: (x) an assignment of Japanese Revolving Credit Loans or Japanese Revolving Credit Commitments to a Person who does not satisfy clause (b) of the definition of “Eligible Japanese Investor,” (y) an assignment of Swiss/Multicurrency Revolving Credit Loans or Swiss/Multicurrency Revolving Commitments to a Non-Qualifying Bank, unless such Non-Qualifying Bank is a Lender which is a Permitted Non-Qualifying Bank and (z) any assignment that would result in connection with a breach of the granting of its consent to the initial assignment to such LenderTen Non-Bank Rule); (B) except the Administrative Agent (not to be unreasonably withheld or delayed); provided that no consent of the extent Administrative Agent shall otherwise consent, any such partial be required for an assignment (other than i) of all or any portion of a Loan to another a Lender, an Affiliate of a Lender or an Approved Fund, (ii) of all or a portion of the Loans pursuant to Section 10.07(g), (h), (k) or (l), or (iii) from an Agent to its Affiliates; (C) each applicable L/C Issuer at the time of such assignment (not to be unreasonably withheld or delayed); provided that no consent of the applicable L/C Issuers shall be required for any assignment not related to U.S. Revolving Credit Commitments or U.S. Revolving Credit Exposure or any assignment to an Agent or an Affiliate of a Lenderan Agent; and (D) the Swing Line Lender (not to be unreasonably withheld or delayed); provided that no consent of the Swing Line Lender shall be required for any assignment not related to U.S. Revolving Credit Commitments or U.S. Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and CommitmentAssumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than an Dollar Equivalent amount of $5,000,000 (in the case of each Revolving Credit Loan), $1,000,000 (in the case of a Term Loan), and shall be in increments of an Dollar Equivalent amount of $1,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consents; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds; and (C) each such assignment (including an assignment to another Lender or an Affiliate other than in the case of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption assignments pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative AgentSection 10.07(l), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeAssignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) for Questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters, Japanese income tax withholding matters and withholding tax matters of any other jurisdiction as the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each assignee under such Assignment and Assumption the assignee thereunder shall may be a party hereto and, required to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, deliver pursuant to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d3.01(e), 3.6, 3.10 (f) and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b(h). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans (including participations in Letters of Credit) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (i) (A) Each in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender, no minimum amount need be assigned; and (B) in any case not described in clause (i)(A) of this Section 15.8, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), shall not be less than $10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Lead Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) [reserved]; (iii) no consent shall be required for any assignment except for the consent of the Administrative Agent and the Issuers (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (Awithheld or delayed) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments such assignment is to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (Person other than to another Lender or an Affiliate of a Lender, and the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be in an amount at least equal to Five Million and 00/100 Dollars required unless ($5,000,000.00x) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From Default has occurred and after is continuing at the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.time

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in Letter of Credit Usage and in Swing Line Loans) at the time owing to it); provided that: (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment under any Facility and the Loans at the time owing to it (in each case with respect to any Facility) or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with consent respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of Borrower the Trade Date, shall not be less than the Minimum Amount with respect to the extent such Facility unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; ​ (iii) any assignment of a Revolving Credit (USD) Commitment or Revolving Credit (MC) Commitment must be approved by Administrative Agent (which consent shall approval will not be unreasonably withheldwithheld or delayed) and, in the case of the Revolving Credit (USD) Commitment, the Issuing Lender and the Swing Line Lender (each such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with respect to the applicable Facility (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that:; and (Aiv) no such consent by the parties to each assignment shall execute and deliver to Administrative Agent or Borrower shall be required an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is shall not already be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and . Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (Ec) for the avoidance of doubtthis Section, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)3.1 through 3.4, 3.6, 3.10 3.5 and 10.28); provided, however, that in no event shall such assigning Lender be released 10.4 with respect to any defaults by or liabilities 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 under will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender. Upon request, Borrower (at its expense) shall execute and deliver new or replacement Notes to the Loan Documents which accrued prior to such assignmentassigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b)subsection (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any of the Lenders may, with the prior written consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned), at any time assign to one or more Eligible Transferees all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Term Loans at the time owing to it); provided, however, that (i) Each Lender mayno such assignment shall be made to Borrower, with an Affiliate of Borrower, or any employees or directors of Borrower at any time, (ii) the consent of Borrower to the extent no shall not be required at any time any Specified Event of Default has occurred and is continuing continuing, (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with iii) the consent of Administrative Agent, which Borrower to an assignment to any one or more Eligible Transferees will be deemed to have been given if Borrower has not responded within three (3) Business Days after the delivery of any request for such consent and (iv) the consent of Borrower shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after Approved Fund, any Affiliate of any Lender or Administrative Agent and (B) for any assignment in connection with a distribution of assets in connection with a liquidation of a Lender. Subject to the occurrence and during the continuance of an Event of Default. (ii) From recording thereof by Administrative Agent pursuant to Section 13.05(d), from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender the Lenders under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and its Revolving Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it (such Lender’s portion of Loans, commitments and risk participations with respect to each of the Revolving Credit Facility (each, an "Applicable Facility") being referred to in this Section 11.06 as its "Applicable Share")) at the time owing to it); provided that (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Applicable Share of the Applicable Facility at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Applicable Share (which for this purpose includes Loans outstanding thereunder) with consent respect to each Applicable Facility, determined as of Borrower the date the Assignment and Assumption with respect to such assignment is delivered to the extent 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 with respect to the Revolving Credit Facility, unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower Agent otherwise consents (which each such consent shall not to be unreasonably withheldwithheld or delayed; provided that the Borrower Agent 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), assign any provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Loans, its Note and its Commitment to an Approved Fund Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (Aii) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of as an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and proportionate part of all the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Agreement with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under Applicable Facility, except that this Agreement that does not comply with this Section 10.6(bclause (ii) shall be treated for purposes not (A) prohibit any Lender from assigning all or a portion of this Agreement as a sale by such Lender of a participation in such its rights and obligations among the Applicable Facilities on a non-pro rata basis or (B) apply to rights in accordance with Section 10.6(b). respect of Swing Line Loans; (iii) The words “execution,” “signed,” “signature,” any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and words the Swing Line Lender and, so long as no Event of like import in any Assignment Default has occurred and Assumption is continuing, the Borrower Agent (each such consent not to be unreasonably withheld or delayed; provided that the Borrower Agent shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.136 119482860_14 #193013499_v7

Assignments by Xxxxxxx. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (a), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) Each except in the case of an assignment 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 mayor an Affiliate of a Lender or an Approved Fund with respect to 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, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Agent or, if the "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 Agent, and so long as no Default or Event of Default has occurred and is continuing continuing, the Company otherwise consents (which each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by the Agent, the Issuing Bank and the Swing Line Bank 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 (iv) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire; and (E) for . Subject to acceptance and recording thereof by the avoidance of doubtAgent pursuant to this Section 11.08, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s 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 2.6(d)4.01, 3.64.03, 3.10 4.04, 11.04 and 10.28); provided, however, that in no event shall such assigning Lender be released 11.05 with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such Lender under assignment. Upon request, the Loan Documents which accrued prior Company (at its expense) shall execute and deliver a Note to such assignmentthe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b11.08(d). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (iincluding all or a portion of its Commitment and the outstanding Loans at the time owing to it); provided that: (a) Each except if an Event of Default or, after the Closing Date, a Demand Failure has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the outstanding Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes outstanding Loans hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than U.S. $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents to a lower amount (which each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the outstanding Loans or the Commitment assigned, except that this clause Section 15.01(2)(b) 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; (c) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheldwithheld or delayed) unless the proposed assignee is itself already a Lender, an Affiliate of a Lender or an Approved Fund; (d) any assignment must be approved by the Borrower, such approval not to be unreasonably withheld or delayed (provided that, following the Certain Funds Period, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that (other than with respect to any assignment to any entity that becomes a Lead Arranger and Book-Runner after the date hereof), assign during the Certain Funds Period, the Borrower may withhold such consent in its sole discretion and any failure of its Loansthe Borrower to provide such consent within five Business Days after having received notice thereof shall be deemed a refusal of such consent), its Note and its unless the proposed assignee is itself already a Lender with the same type of Commitment to or, following the Certain Funds Period, an Affiliate of a Lender or an Approved Fund (with the consent or if an Event of Administrative Agent, which consent shall not be required Default or Demand Failure has occurred and is continuing; and if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by parties to each assignment shall execute and deliver to the Administrative Agent or Borrower shall be required an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 (other than in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further multiple contemporaneous assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans to affiliate funds or Commitment Approved Funds, in which case only one such fee shall be made in such manner so that payable), which fee shall not be for the same portion account of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentLoan Parties, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (Ee) for the avoidance in connection with any assignment of doubtrights 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 Xxxxxxxx the Borrower and the Administrative 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), and 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); provided that 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 required deemed to be a Defaulting Lender for any assignment all purposes of this Agreement until such compliance occurs. Subject to any Person after acceptance and recording thereof by the occurrence and during the continuance Administrative Agent pursuant to paragraph (4) of an Event of Default. (ii) From this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Credit Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)Article 8 and Article 14, 3.6and shall continue to be liable for any breach of this Agreement by such Xxxxxx, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer by a Lender of rights shall not be or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity a new Accommodation or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, Loan to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations under this Credit Agreement to: (i) Each any existing Lender may(other than a Defaulting Lender); (ii) any Affiliate of any existing Lender (other than a natural Person or a Defaulting Lender); or (iii) any other Person (other than a natural Person, with consent a Defaulting Lender or any Borrower or any of Borrower to any Borrower’s Affiliates or Subsidiaries) who is an “accredited investor” (as defined in Regulation D of the extent no Event Securities Act of Default has occurred and is continuing 1933) acceptable (which consent acceptances shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment withheld or delayed) to an Approved Fund (with x) the consent of Administrative Agent, which consent and (y) as long as no Potential Default or Event of Default is continuing, the Borrowers; provided that the acceptances of the Borrowers shall not be required if deemed to have been given unless an objection is delivered to the Lender assigning its Loan Administrative Agent within five (5) Business Days after notice of a proposed Sale is Administrative Agentdelivered to the Borrowers (any such Person described in the preceding clauses (i) through (iii), provided thatan “Assignee”). Notwithstanding any provision herein to the contrary: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such each partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment Sale shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of as an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent proportionate part of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Credit Agreement with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior or the Commitment assigned; (1) in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and/or the Loans at the time owing to such assignment. Any it or in the case of an assignment or transfer by to a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) shall be treated for purposes of this Agreement as a sale by such Lender an Affiliate of a participation in such rights Lender, no minimum amount need be assigned; and obligations in accordance with Section 10.6(b). (iii2) The words “execution,” “signed,” “signature,” and words of like import in any case not described in the preceding clause (1), the aggregate amount of the Commitment (which for this purpose includes Loans outstanding hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the 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 shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (C) interest accrued, other than any interest that is payable-in-kind, prior to and through the date of any such Sale may not be assigned; and (D) such Sales by Xxxxxxx who are Defaulting Lenders due to clause (a) of the definition of Defaulting Lender shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, subject to the extent and as provided for Administrative Agent’s prior written consent in any applicable Legal Requirementsall instances, including the Federal Electronic Signatures unless in Global and National Commerce Actconnection with such Sale, the New York State Electronic Signatures and Records Actsuch Defaulting Lender cures, or any other similar state laws based on causes the Uniform Electronic Transactions Act.cure of, its Defaulting Lender status as contemplated in Section 12.12

Assignments by Xxxxxxx. Subject to the following sentence, any of the Lenders may at any time assign to one or more Eligible Transferees (ior, if an Event of Default has occurred and is continuing, to any Person) Each Lender mayall or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it) and the other Loan Documents; provided that, with consent of Borrower to the extent that no Event of Default has occurred and is continuing (x) no such assignment may be made to an Ineligible Assignee and (y) the prior written consent of Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) must be obtained; provided further that (i) unless an Event of Default has occurred and is continuing, immediately following such assignment, “Majority Lenders” must remain comprised of Initial Lender and/or any other Affiliates of Oberland Capital Healthcare Master Fund II LP (“Oberland”), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the ii) Initial Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required jointly and severally liable with its assignee (or assignees, in the case of any more than one assignment by any Lender Initial Lender) for such assignee Lender(s)’ Commitments through the last day of the Commitment Period. Notwithstanding the foregoing, no such assignment shall be made to another Lender or Borrower, an Affiliate of such Lender Borrower, or such other Lender except any employees or directors of Borrower at any time. Subject to the extent that recording thereof by the Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative AgentSection 15.05(d), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption Acceptance, the assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender the Lenders under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of the assigning Xxxxxxa Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 Article V and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b)15. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. (i) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided that no consent of the Borrower shall be required (1) for an assignment and delegation to the extent no a Lender, an Affiliate of a Lender or an Approved Fund and (2) if an Event of Default has occurred and is continuing continuing, for any assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall have objected thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (which B) the Administrative Agent; provided that no consent of the Administrative Agent shall not be unreasonably withheld)required for an assignment and delegation of all or any portion of a Term Loan to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund and (with the consent of Administrative AgentC) each Issuing Bank, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by and delegation of all or a portion of a Revolving Commitment or any Lender to another Lender or an Affiliate Lender’s obligations in respect of such Lender or such other Lender except its LC Exposure. (i) Assignments and delegations shall be subject to the extent that Administrative Agent has reserved following additional conditions: (A) except in the right to consent to further assignments case of an assignment and delegation to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in Lender or an amount at least equal to Five Million Approved Fund or an assignment and 00/100 Dollars ($5,000,000.00) or, if less, delegation of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and Commitment; delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $1,000,000 or, in the case of Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents (such 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, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause (B) shall not be construed to prohibit the assignment and delegation of a proportionate part of all the assigning Xxxxxx’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds of such Lender and (2) with respect to any assignment and delegation pursuant to Section 2.18(b) or 9.02(c), the parties hereto agree that such assignment (including an assignment and delegation may be effected pursuant to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having executed by the Commitment and Loans specified in such instrumentBorrower, and upon consent thereto by the Administrative Agent and Borrower to the extent required above, the assignee shall have, and that the Lender required to the extent of make such assignment and delegation need not be a party thereto, and (unless otherwise consented to by Administrative Agent), D) the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.16(f) and an Administrative Questionnaire; and Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (Ewhich may contain MNPI) for will be made available and who may receive such information in accordance with the avoidance of doubtassignee’s compliance procedures and applicable law, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence including Federal, State and during the continuance of an Event of Defaultforeign securities laws. (ii) From Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 (and subject to the obligations and limitations of) Sections 2.6(d)2.14, 3.62.15, 3.10 2.16 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect 9.03 and to any defaults by or liabilities of fees payable hereunder that have accrued for such Lender under the Loan Documents which accrued prior to such assignmentXxxxxx’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b9.04(c). (iii) The words “execution,” “signed,” “signature,” and words Administrative Agent, acting solely for this purpose as a non-fiduciary agent of like import in any the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be deemed conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to include electronic signatures or the keeping terms hereof as a Lender hereunder for all purposes of records in electronic formthis Agreement, each of which notwithstanding notice to the contrary. The Register shall be of available for inspection by the same legal effectBorrower and, validity as to entries pertaining to it, any Issuing Bank or enforceability as a manually executed signature or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (iv) Upon receipt by the use Administrative Agent of a paper-based recordkeeping system, as the case may be, to the extent duly completed Assignment and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global Assumption executed by an assigning Xxxxxx and National Commerce Actan assignee, the New York State Electronic Signatures assignee’s completed Administrative Questionnaire and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.tax forms required by

Assignments by Xxxxxxx. (i) Each Lender may, with consent of Borrower Subject to the extent conditions set forth in paragraph (c)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Term Loan at the time owing to it) (A) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent and (B) so long as no Event of Default has shall have occurred and is continuing (which continuing, upon notice to the Administrative Borrower; provided that no consent of the Administrative Agent nor notice to the Administrative Borrower shall not be unreasonably withheld)required for an assignment of any Commitment or of all or any portion of the Term Loan to a Lender, assign any an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund Fund. (with ii) Assignments shall be subject to the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatfollowing additional conditions: (A) no such consent by Administrative Agent or Borrower shall be required except in the case of any an assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in Lender or an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, assignment of the entire remaining amount of the assigning Xxxxxx’s Loans Commitment or Term Loan, the amount of the Commitment or Term Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000, unless the Administrative Agent otherwise consents; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and Commitment;obligations under this Agreement and the other Loan Documents; and (C) the parties to each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Assignment Agreement in form and substance reasonably satisfactory to Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of DefaultAgent. (iiiii) From Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreementthe Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Assumption Agreement covering all of the assigning XxxxxxLender’s rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(dhereto), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement the Loan Documents that does not comply with this Section 10.6(b) 13.05 shall be treated for purposes of this Agreement the Loan Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.6(b)paragraph (e) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Accommodations outstanding at the time owing to it); provided that: (i) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Accommodations outstanding at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or LEGAL_1:81779606.19 BMO – BNS - Berkshire –Credit Agreement an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consent to a lower amount; (which consent ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Accommodations outstanding 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 must be approved by the Documentary Credit Lender (such approval not to be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with withheld or delayed) unless the consent of Administrative Agent, which consent shall not be required if Person that is the Lender assigning its Loan proposed assignee is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to itself already a Lender in connection with the granting of its consent to the initial assignment to such Lender; (Biv) except any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the extent Administrative Agent shall otherwise consentproposed assignee is a bank whose senior, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount unsecured, non-credit enhanced, long term debt is rated at least equal to Five Million A3, A- or A low by at least two of Moodys, S&P and 00/100 Dollars ($5,000,000.00) orDBRS, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitmentrespectively; (Cv) each any assignment must be approved by the Borrower (such assignment (including an assignment approval not to another be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or if an Affiliate Event of a Lender) by a Lender of its Loans or Commitment shall Default has occurred and is continuing; and no assignment will be made in such manner so that to a Foreign Lender unless an Event of Default has occurred and is continuing; and (vi) the same portion of its Loans parties to each assignment shall execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) 3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire; and . Subject to acceptance and recording thereof by the Agent pursuant to clause (Eiv) for the avoidance of doubtthis paragraph (b), no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)Article 13 and Article 19, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or LEGAL_1:81779606.19 BMO – BNS - Berkshire –Credit Agreement transfer by a Lender of rights shall not be or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Accommodations to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (iincluding all or a portion of its Commitments and the Loans (including participations in (A) Each in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender, no minimum amount need be assigned; and (B) in any case not described in clause (i)(A) of this Section 15.8, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date), shall not be less than $10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, the Lead Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) [reserved]; (iii) no consent shall be required for any assignment except for the consent of the Administrative Agent and the Issuers (which consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (Awithheld or delayed) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments such assignment is to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (Person other than to another Lender or an Affiliate of a Lender, and the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be in required unless (x) an amount Event of Default has occurred and is continuing at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount time of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment or (including an y) such assignment is to another a Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment , provided that the Lead Borrower shall be made in deemed to have consented to any such manner so that the same portion of its Loans and Commitment is assigned assignment unless it shall object thereto by written notice to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of within fifteen (15) Business Days after having received notice thereof; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee in the amount of Three Thousand Five Hundred $3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and 00/100 Dollars ($3,500.00) and recordation fee in the reasonable fees and disbursements case of Administrative Agent’s counsel incurred in connection therewithany assignment. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.;

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Accommodations outstanding at the time owing to it); provided that: (i) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Accommodations outstanding at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit Agreement Commitment being assigned (which for this purpose includes Accommodations outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consent to a lower amount; (which consent ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Accommodations outstanding 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 must be approved by the Documentary Credit Lender (such approval not to be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with withheld or delayed) unless the consent of Administrative Agent, which consent shall not be required if Person that is the Lender assigning its Loan proposed assignee is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to itself already a Lender in connection with the granting of its consent to the initial assignment to such Lender; (Biv) except any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless the extent Administrative Agent shall otherwise consentproposed assignee is a bank whose senior, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount unsecured, non-credit enhanced, long term debt is rated at least equal to Five Million A3, A- or A low by at least two of Moodys, S&P and 00/100 Dollars ($5,000,000.00) orDBRS, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitmentrespectively; (Cv) each any assignment must be approved by the Borrower (such assignment (including an assignment approval not to another be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or if an Affiliate Event of a Lender) by a Lender of its Loans or Commitment shall Default has occurred and is continuing; and no assignment will be made in such manner so that to a Foreign Lender unless an Event of Default has occurred and is continuing; and (vi) the same portion of its Loans parties to each assignment shall execute and Commitment is assigned deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars (Cdn $3,500.00) 3,500 and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire; and . Subject to acceptance and recording thereof by the Agent pursuant to clause (Eiv) for the avoidance of doubtthis paragraph (b), no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit Agreement in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’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 2.6(d)ARTICLE 13 and ARTICLE 19, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer by a Lender of rights shall not be or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures be a repayment by the Borrower or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, new Accommodations to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions ActBorrower.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) Each except in the case of (A) an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it, (B) in the case of the Term Loan Commitment or Term Loans, an assignment to a Lender, an Affiliate of a Lender mayor an Approved Fund with respect to a Lender or (C) an assignment of Revolving Credit Commitment or Revolving Loans other than to a Revolving Lender, the aggregate amount of the Loans and the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal amount of the Loans subject to each such assignment (determined as of the date the Assignment and Assumption with consent respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of Borrower to the extent Trade Date) shall not be less than $5,000,000, unless the Administrative Agent consents otherwise; (ii) so long as no Event of Default has occurred and is continuing continuing, Borrower consents to such assignment (which each such consent shall not to be unreasonably withheld)withheld or delayed; provided that, assign any in the event that the Borrower has failed to respond to a request for approval within 5 Business Days, such approval will be deemed to be granted) unless such assignment is to a Lender, an Affiliate of its Loans, its Note and its Commitment to a Lender or an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that:Fund; (Aiii) no such consent each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans and the Commitment assigned; (iv) 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) each assignment must be approved by Administrative Agent or Borrower shall be required and, in the case of any assignment by any Lender of Commitments, the LC Issuer, in each case, such approval not to another Lender be unreasonably withheld or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderdelayed; (Bv) except the parties to the extent each assignment shall execute and deliver to Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) 3,500, and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireQuestionnaire in form satisfactory to Administrative Agent; and (Evi) for the avoidance of doubt, no consent of Xxxxxxxx such assignment shall be required for made (A) to Parent, any assignment Restricted Person or any Affiliates or Subsidiaries of Parent or any Restricted Person, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person after who, upon becoming a Lender hereunder, would constitute any of the occurrence foregoing Persons described in this clause (B), or (C) to a natural person. Subject to acceptance and during the continuance recording thereof by Administrative Agent pursuant to subsection(c) of an Event of Default. (ii) From this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the 107 [OPAL Fuels Credit Agreement] assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 benefits, and subject to the requirements, of Sections 2.6(d)3.2, 3.63.4, 3.10 3.5 and 10.28); provided, however, that in no event shall such assigning Lender be released 11.4 with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b)subsection (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) Each Lender may, with consent of Borrower to the extent no except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which consent for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to 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 unreasonably withheld)less than $5,000,000, assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate respect of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars (revolving facility, or $5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative 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 Assumption covering assignment of a proportionate part of all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Agreement with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under the Commitment assigned, except that this Agreement that does not comply with this Section 10.6(bclause (ii) shall be treated for purposes not prohibit any Lender from assigning all or a portion of this Agreement as a sale by such Lender of a participation in such its rights and obligations in accordance with Section 10.6(b).among separate credits on a non-pro rata basis; (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use assignment of a paper-based recordkeeping system, as Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the case may be, Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, be unreasonably withheld or any other similar state laws based on the Uniform Electronic Transactions Act.delayed) unless:

Assignments by Xxxxxxx. (i) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender maymay at any time assign to one or more assignees (other than (x) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), (y) any Loan Party or any Affiliate or Subsidiary thereof, or (z) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary of a Defaulting Lender) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this paragraph (b), participations in LC Obligations and in Swingline Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) Borrower; provided, that, (1) the consent of Borrower shall not be required for an assignment of a Term Loan, an Incremental Term Loan or a Replacement Term Loan; (2) the consent of Borrower shall not be required if a Specified Event of Default has occurred and is continuing; and (3) the consent of Borrower shall not be required for an assignment of any Revolving Commitment or any Revolving Loan to a Lender that is a Revolving Lender immediately prior to giving effect to such assignment, an Affiliate of such Revolving Lender or an Approved Fund of such Revolving Lender; provided, further, that, Borrower shall be deemed to have consented to any such assignment unless Borrower shall object thereto by written notice to the extent Administrative Agent within five Business Days after having received notice thereof; (B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall be required for an assignment of (1) any Revolving Commitment or any Revolving Loan to a Lender that is a Revolving Lender immediately prior to giving effect to such assignment, an Affiliate of such Revolving Lender or an Approved Fund with respect to such Revolving Lender or (2) all or any portion of a Term Loan, an Incremental Term Loan or a Replacement Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) each Issuing Bank and the Swingline Lender; provided, that, the consent of each Issuing Bank and the Swingline Lender shall not be required for an assignment of all or any portion of a Term Loan, an Incremental Term Loan or a Replacement Term Loan. (ii) Assignments pursuant to Section 10.04(b)(i) shall be subject to the following additional conditions: (A) in the case of (x) any assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment under any facility and/or the Loans at any time owing to it (in each case with respect to any facility), (y) contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (ii)(B) below in the aggregate, or (z) any assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; (B) in any case not described in paragraph (ii)(A) above, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the 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 $5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, or $1.0 million, in the case of any assignment in respect of Term Loans, Incremental Term Loans or Replacement Term Loans, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing continuing, Borrower otherwise consent (which each such consent shall not to be unreasonably withheldwithheld or delayed), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lender; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such partial assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement and the other Loan Documents with respect to the Loan or the Commitment assigned, except that this paragraph (ii)(C) shall not (1) apply to the Swingline Lender’s rights and obligations in such manner so that the same respect of Swingline Loans, or (2) prohibit any Lender from assigning all or a portion of its Loans rights and Commitment is assigned to the respective assigneeobligations among separate tranches on a non-pro rata basis; (D) upon execution the parties to each assignment shall execute and delivery by deliver to the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred $3,500 (provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and 00/100 Dollars ($3,500.00) recordation fee in the case of any assignment), and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) for without the avoidance prior written consent of doubtthe Administrative Agent, no assignment shall be made to Borrower or a prospective assignee that bears a relationship to Borrower described in Section 108(e)(4) of the Code. 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 Xxxxxxxx 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 (I) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any Issuing Bank or any Lender hereunder (and interest accrued thereon) and (II) 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 Pro Rata 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 required deemed to be a Defaulting Lender for any assignment all purposes of this Agreement until such compliance occurs. Subject to any Person after acceptance and recording thereof by the occurrence and during the continuance Administrative Agent pursuant to paragraph (c) of an Event of Default. (ii) From this Section 10.04, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d)2.12, 3.62.13, 3.10 2.15 and 10.2810.03 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, howeverthat, 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 in no event Xxxxxx’s having been a Defaulting Lender. Upon request, Borrower (at its expense) shall such assigning Lender be released with respect execute and deliver a Note to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignmentassignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b10.04(d). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Accommodations Outstanding at the time owing to it); provided that: (i) Each except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Accommodations Outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Accommodations Outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent 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 Agent and, so long as no Event of Default has occurred and is continuing continuing, the Parent otherwise consents to a lower amount; (which consent ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Accommodations Outstanding or the Commitment assigned, except that this clause (b) 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 must be approved by the Fronting Letter of Credit Lenders and the Swingline Lender (such approval not to be unreasonably withheld, conditioned or delayed) unless the Person that is the proposed assignee is itself already a Lender (other than a Defaulting Lender); (iv) except if any Event of Default has occurred and is continuing, assign any of its Loansassignment must be approved by the Agent (such approval not to be unreasonably withheld, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided thatconditioned or delayed) unless: (A) no such consent the proposed assignee is itself already a Lender; or (B) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by Administrative Agent or Borrower shall be required in the case at least two of Moody’s, S&P and DBRS, respectively; (v) any assignment must be approved by any Lender the Parent (such approval not to another Lender be unreasonably withheld or delayed) unless (i) the proposed assignee is itself an Affiliate of such assigning Lender or such other Lender except to the extent that Administrative Agent an Approved Fund; or (ii) if an Event of Default under Section 9.01(1), Section 9.01(2), Section 9.01(4)(iii), Section 9.01(8) or Section 9.01(9) has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderoccurred and is continuing; (Bvi) except the parties to each assignment shall execute and deliver to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee of Three Thousand Five Hundred and 00/100 Dollars Cdn.$3,500 payable by the Eligible Assignee ($3,500.00unless such assignment is from a Lender to an Affiliate or Approved Fund thereof) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assigneesuch Eligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaireadministrative questionnaire satisfactory to the Agent; and (Evii) for the avoidance in connection with any assignment of doubtrights 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 Xxxxxxxx the Parent and the Agent, the applicable pro-rata share of Accommodations previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each Fronting Letter of Credit Lender and each other Lender hereunder (and interest accrued thereon), and (2) acquire (and fund as appropriate) its full pro rata share of all Accommodations and participations in Letters of Credit in accordance with the percentage equivalent of the ratio which such Defaulting Lender’s portion of the Commitment bears to the aggregate amount of the Commitment. 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 required deemed to be a Defaulting Lender for any assignment all purposes of this Agreement until such compliance occurs. Subject to any Person after acceptance and recording thereof by the occurrence and during the continuance Agent pursuant to clause (iv) of an Event of Default. (ii) From this paragraph 2, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’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 2.6(d)Article 10 and Article 17, 3.6and shall continue to be liable for any breach of this Agreement by such Lender, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released with respect to any defaults by or liabilities facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Lender under the Loan Documents which accrued prior to such assignmentwill constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx having been a Defaulting Lender. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer by a Lender of rights shall not be or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b). (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures be a repayment by the Borrowers or a new Accommodations to the keeping Borrowers. Notwithstanding any other provision of records in electronic formthis Agreement, each the Agent shall have no responsibility for monitoring any assignments or participations to Ineligible Transferees. The list of which all Ineligible Transferees shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, made available to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Actall Lenders.

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) Each Lender may, with consent except in the case of Borrower any assignment made on or prior to the extent Syndication Termination Date in respect of any Class or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and the Loans of such Class at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) of such Class or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of such Class 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 be an integral multiple of $1,000,000, unless, so long as no Event of Default has occurred and is continuing continuing, the Designated Company otherwise consents (which each such consent not to be unreasonably withheld or delayed) and, with respect to any Co-Borrower, such consent shall not be unreasonably withheld)deemed given if no objection is made by the Designated Company within five Business Days after notice of the proposed assignment; provided, assign any however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Loans, its Note and its Commitment to an Approved Fund (with the consent Assignee Group) will be treated as a single assignment for purposes of Administrative Agent, which consent shall not be required if the Lender assigning its Loan is Administrative Agent), provided that: (A) no determining whether such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent minimum amount has reserved the right to consent to further assignments to a Lender in connection with the granting of its consent to the initial assignment to such Lenderbeen met; (B) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount of the assigning Xxxxxx’s Loans and Commitment; (C) each such assignment (including an assignment to another Lender or an Affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent a processing and recording fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) and the reasonable fees and disbursements of Administrative Agent’s counsel incurred in connection therewith. The assignee, if it is not already a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (ii) From and after the effective date specified in each Assignment and Assumption the assignee thereunder partial assignment shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations made as an assignment of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent proportionate part of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d), 3.6, 3.10 and 10.28); provided, however, that in no event shall such assigning Lender be released Agreement with respect to any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 10.6(b).the Commitment assigned; (iii) The words “execution,” “signed,” “signature,” the parties to each assignment shall execute and words deliver to the Administrative Agent an Assignment and Assumption, together with (except (x) in the case of like import any such assignments by the Incremental Mandated Lead Arrangers or their respective Affiliates and (y) on or prior to the Syndication Termination Date under clause (ii) of such definition) a processing and recordation fee of $3,500 (provided that only one such fee shall be imposed in any the case of simultaneous assignments by related Approved Funds or Affiliates of the assigning Lender), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) the assigning Lender of an interest in the Aleris Incremental Term Loans shall indicate in the applicable Assignment and Assumption whether such interest (or identified portion thereof) is eligible for indemnification in respect of Covered Aleris Syndication Taxes; 256 (v) the Administrative Agent shall be deemed have received a U.S. tax withholding certificate (or, alternatively, other evidence satisfactory to include electronic signatures or the keeping of records in electronic form, each of which shall be Administrative Agent) confirming FATCA compliance of the same legal effectEligible Assignee pursuant to paragraph (v) of Section 2.15(f) (FATCA Information). For the avoidance of doubt, validity or enforceability as a manually executed signature or the use and pursuant to paragraph (viii) of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce ActSection 2.15(f) (FATCA Information), the New York State Electronic Signatures Administrative Agent may rely on such U.S. tax withholding certificate or other evidence from each Lender without further verification, and Records Actthe Administrative Agent shall not be liable for any action taken by it in respect of such U.S. tax withholding certificate or other evidence under or in connection with paragraph (v), (vi) or any other similar state laws based on the Uniform Electronic Transactions Act.(vii) of Section 2.15(f) (FATCA Information); and

Assignments by Xxxxxxx. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: (i) Each except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender mayor an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Commitment are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with consent of Borrower respect to such assignment is delivered to the extent 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 Agent and, so long as no Event of Default has occurred and is continuing continuing, the Borrower otherwise consents (which each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and obligations under this Agreement with respect to the Loans or the Revolving Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or the Swing Line Lender’s rights and obligations in respect of Swing Line Loans; (iii) no consent shall not be unreasonably withheld), assign any of its Loans, its Note and its Commitment to an Approved Fund (with the consent of Administrative Agent, which consent shall not be required if for any assignment except to the Lender assigning its Loan is Administrative Agent)extent required by subsection (b)(i) of this Section and, provided thatin addition: (A) no the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that it is understood that it shall be reasonable for the Borrower to withhold consent to a new assignee Lender (x) if as a result of such assignment the Borrower would incur additional costs, including without limitation, under Sections 2.13 and 2.16; and the assignee Lender shall provide such information, if requested by Administrative Agent the Borrower, in connection with any proposed assignment or (y) if such new assignee Lender is a competitor of the Borrower or an Affiliate of a competitor of the Borrower; provided, further, 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 (10) Business Days after having received notice thereof; (B) the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in the case respect of any Revolving Commitment if such assignment by any Lender is to another Lender or a Person that is not a Lender, an Affiliate of such Lender or such other Lender except to the extent that Administrative Agent has reserved the right to consent to further assignments to a Lender in connection an Approved Fund with the granting of its consent to the initial assignment respect to such Lender; (B) except ; provided that, in consenting to any such assignment, the Agent has no duty to, and shall not be liable to the extent Administrative Agent shall otherwise consentBorrower, any assignor or assignee Lenders or any of their respective Affiliates for any failure to, inquire or otherwise verify whether or not such partial assignment (other than is being made to another Lender a competitor of the Borrower or an Affiliate of a Lender) shall be in an amount at least equal to Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the entire amount competitor of the assigning Xxxxxx’s Loans Borrower, and Commitment;the Agent shall have no duty or obligation to prohibit such assignment; and (C) the consent of the L/C Issuers and the Swing Line Lender (each such assignment (including an assignment consent not to another Lender be unreasonably withheld or an Affiliate of a Lenderdelayed) by a Lender of its Loans or Commitment shall be made required for any assignment in such manner so that the same portion respect of its Tranche A Revolving Loans and Commitment is assigned Tranche A Revolving Commitments. (iv) the parties to each assignment shall execute and deliver to the respective assignee; (D) upon execution and delivery by the assignee (even if already a Lender) to Xxxxxxxx and Administrative Agent of an Assignment and Assumption pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the Commitment and Loans specified in such instrumentAssumption, and upon consent thereto by Administrative Agent and Borrower to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Xxxxxx shall pay Administrative Agent together with a processing and recording recordation fee in the amount of Three Thousand Five Hundred $3,500; provided, however, that the Agent may, in its sole discretion, elect to waive such processing and 00/100 Dollars ($3,500.00) and recordation fee in the reasonable fees and disbursements case of Administrative Agent’s counsel incurred in connection therewithany assignment. The assigneeEligible Assignee, if it is shall not already be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire; and (E) for the avoidance of doubt, no consent of Xxxxxxxx shall be required for any assignment to any Person after the occurrence and during the continuance of an Event of Default. (iiv) From no such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural person. (vi) 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 subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the 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 Agent or any Xxxxxx xxxxxxxxx (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 Swing Line Loans in accordance with its Revolving Commitment 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 all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption Assumption, the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning XxxxxxLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6(d)2.13, 3.62.14, 3.10 2.16, 9.1 and 10.289.2 with respect to facts and circumstances occurring prior to the effective date of such assignment and shall continue to retain the obligations with respect thereto as well); provided, howeverthat 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 in no event Xxxxxx having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall such assigning execute and deliver applicable Note(s) to the assignee Lender, and the assignor Lender be released with respect to shall surrender and cancel any defaults by or liabilities of such Lender under the Loan Documents which accrued prior to such assignmentNotes, if requested. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6(b) 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 Section 10.6(b)subsection (d) of this Section. (iii) The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.