Common use of Assignments Clause in Contracts

Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one any Lender or more Eligible Assignees any Affiliate or Approved Fund thereof or, with the consent of the Borrower, the Administrative Agent and the Issuing Lender (which consent of the Borrower, the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default), to an additional bank or financial institution (an "Assignee") all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit E (includingan "Assignment and Acceptance"), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Acceptance, together with Exposure being assigned shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Notes subject to such assignment, Borrower and the Administrative Agent) and (vii) each Eligible Assignee the sum (other than the Eligible Assignee without duplication) of the Administrative Agent aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $5,000,000 (or an Affiliate of a Lender) shall pay such lesser amount as may be agreed to by the Borrower and the Administrative Agent a $3,500 administrative feeAgent). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto), but shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and 9.5 in respect of the period prior to such effective date.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld); (iii) DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; (iv) any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (v) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender, an Approved Fund of any Lender or an Affiliate of any Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant and not varying, percentage of all of its rights and obligations under this Agreement; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, Agreement together with the Notes subject to such assignment, and (v) each Eligible Assignee a processing fee (other than the Eligible Assignee in connection with any assignment to a Lender, an Approved Fund of the Administrative Agent any Lender or an Affiliate of a such Lender) shall pay to from the Administrative Agent a assignor of $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Agreement. Upon the consummation of any assignment pursuant to this subsection (andb), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new promissory notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in the case of accordance with Section 4.4. By executing and delivering an Assignment Agreement in accordance with this subsection (b), the assigning Lender thereunder and Acceptance covering all the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender represents and warrants that it is legally authorized to enter into such Assignment Agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement; (D) such assignee confirms that it has received a copy of this Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender (a) This Agreement and each Issuer’s rights and obligations herein (including ownership of each Asset) shall be assignable by the Issuers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to the Liquidity Agreement); provided that concurrently with any such assignment, such Issuer assigns to such Eligible Assignee a corresponding portion of its rights and obligations under the CS Funding VII Facility. Each assigning Issuer shall notify the Administrative Agent and the Seller of any such assignment. (b) Each Liquidity Bank may assign to one any Eligible Assignee or more Eligible Assignees to any other Liquidity Bank all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, Commitment and the participation interest in the Letter of Credit Obligations held any Assets or interests therein owned by it); provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s all rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, Agreement, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than the lesser of (x) $5,000,000 25,000,000 and shall be an integral multiple (y) all of $1,000,000 in excess thereof, the assigning Purchaser’s Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance Agreement, together with the Notes subject a processing and recordation fee of $2,500, (iv) with respect to any Liquidity Bank, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under the Liquidity Agreement (or, if such assignor Liquidity Bank is Citibank, it shall arrange for such assignee Liquidity Bank or other Eligible Assignee to become a party to the Liquidity Agreement for a maximum principal amount equal to the assignee’s Commitment), (v) each concurrently with any such assignment, such Liquidity Bank assigns to such Eligible Assignee or such other Liquidity Bank, as applicable, a corresponding portion of its rights and obligations under the CS Funding VII Facility, and (other than vi) Citibank may not assign any portion of its Class A Commitment to the Eligible Assignee extent that it reduces such Commitment below 50% of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeClass A Facility Amount. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAcceptance Agreement, (Ax) the assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender Liquidity Bank hereunder and (By) such Lender thereunder the assigning Purchaser shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its such rights and be released from its such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such Lenderan assigning Purchaser’s rights and obligations under this Agreement, such Lender Purchaser shall cease to be a party hereto). (c) With respect to the Liquidity Banks, the Administrative Agent shall maintain at its address referred to in Section 13.2 of this Agreement a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Liquidity Banks and the Commitment of, and aggregate outstanding principal of Advances owned by, each Liquidity Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Originator, the Administrative Agent and the Liquidity Banks may treat each person whose name is recorded in the Register as a Liquidity Bank under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Seller or any Liquidity Bank at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance Agreement executed by an assigning Liquidity Bank and an Eligible Assignee, the Administrative Agent shall, if such Assignment and Acceptance Agreement has been completed, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Seller. (d) Notwithstanding any other provision of this Section 13.16, any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and principal) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or the Administrative Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under the Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to the Liquidity Agreement, as the case may be, and provided, further that concurrently with any such pledge, such Liquidity Bank pledges a corresponding portion of its rights and obligations under the CS Funding VII Facility. (e) Each Liquidity Bank may sell participations, to one or more banks or other entities, in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owned by it); provided, however, that (i) such Liquidity Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Seller hereunder) shall remain unchanged, (ii) such Liquidity Bank shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, and (iii) concurrently with such participation, the selling Liquidity Bank shall sell to such bank or other entity a participation in an equal percentage of its rights and obligations under the Liquidity Agreement; and (iv) concurrently with such participation, such Liquidity Bank sell to such participant a corresponding participation under the CS Funding VII Facility. The Administrative Agent, the Purchasers, other Liquidity Banks and the Seller shall have the right to continue to deal solely and directly with such Liquidity Bank in connection with such Person’s rights and obligations under this Agreement. (f) This Agreement and the rights and obligations of the Administrative Agent herein shall be assignable by the Administrative Agent and its successors and assigns; provided, however, that the Administrative Agent agrees that it will not assign such rights and obligations to any Person other than an Affiliate of Citibank unless: (i) in the reasonable judgment of the Administrative Agent, the Administrative Agent determines that continued service by it (or its Affiliate) as Administrative Agent hereunder would be inconsistent with, or otherwise disadvantageous under, applicable legal, tax or regulatory restrictions, in which case the Administrative Agent shall notify the Seller of such determination and consult with the Seller regarding the selection of an assignee; or (ii) there shall have occurred any Termination Event, which shall be continuing; or (iii) the Seller shall have consented to such assignment (such consent not to be unreasonably withheld or delayed). (g) The Seller may not assign its rights or obligations hereunder or any interest herein, or permit any Lien (other than any Permitted Lien) to exist upon, any of the Seller’s rights, obligations or duties under this Agreement, without the prior written consent of the Administrative Agent and each Hedge Counterparty.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Loan Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld); (iii) subject to the definition of “Eligible Assignee”, the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; (iv) any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (v) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Loan Notes; and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Loan Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one any Lender or more Eligible Assignees any Affiliate thereof or, with the consent of the Borrower and the Administrative Agent (which consent of the Borrower and the Administrative Agent shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed given if the Borrower has not objected thereto within fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (includingan “Assignment and Assumption”), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment and Acceptanceadditional bank or financial institution, together with (i) the Notes subject to such assignment, and sum (vwithout duplication) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a Lender, $5,000,000, or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall pay not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) or (y) after giving effect to such assignment, the assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), to any Defaulting Lender or to the Administrative Agent a $3,500 administrative feeBorrower or any Affiliate of the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAssumption, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and 2.15 in respect of the period prior to such effective date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) 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 (b) of this Section.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Loan Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) that: each such assignment shall be to an Eligible Assignee; each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (ivnot to be unreasonably withheld); subject to the definition of "Eligible Assignee", the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Loan Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Loan Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld or delayed); (iii) To the extent required in the definition of “Eligible Assignee” DRI shall have provided its written consent (not to be unreasonably withheld or delayed) which consent shall not be required during the existence of a Default or Event of Default; (iv) any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (v) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and assignor of $4,000; and (vvii) each Eligible Assignee (other than without the Eligible Assignee prior written consent of the Administrative Agent or an Affiliate Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeCode. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be required where the Administrative Agent has been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender shall cease to be a party hereto)in accordance with applicable law.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights Loans and obligations assigned under this Agreement and shall be an equal percentage Commitments, with respect to both its obligations owing in respect the prior written consent of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, the Issuing Lender (for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignment of the Administrative Agent Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) shall executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the Administrative Agent a $3,500 administrative feeassigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such greater amounts). Upon such execution, delivery, acceptance and recording, from and after the effective date specified Any attempted assignment not made in each Assignment and Acceptance, which effective date accordance with this Section 15.6.1 shall be at least three Business Days after treated as the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations sale of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations participation under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Section 15.6.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, the it and any Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments such Bank’s Commitment and the related Advances and Letters of Creditsuch Bank’s Advances, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the consent of the Administrative Agent shall be required, which consent shall not be unreasonably withheld or delayed, except with respect to assignments to other Banks or an Affiliate of the assigning Bank, (vi) no such assignments shall be made to the Borrower or its Affiliates or any of their respective subsidiaries or any natural Person, and (vvii) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent or which is an Affiliate of a Lenderthe assigning Bank) shall pay to the Administrative Agent a $3,500 administrative fee; 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. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this Section shall not apply to any such assignment.

Assignments. Any Lender The Maker may not assign to one any of its rights or more Eligible Assignees obligations under this Note without the consent of the Payee. The Payee may at any time assign all or any a portion of its rights and obligations under this Agreement (includingNote without the prior written consent of the Maker, without limitationbut upon notice to the Maker, all which notice shall set forth the name address and contact information of such assignee; provided that, in the event of any partial assignment or a portion of its Commitmentsassumption to any Person, the Advances owing Maker shall have no obligation to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage communicate with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect or otherwise report to such assignment) assignee and such assignee shall benot have any rights of consent or approval, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each with all such assignment shall be to an Eligible Assignee, (iv) rights remaining with the parties to each such assignment shall execute and deliver Payee. Subject to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingforegoing, from and after the effective date specified in each Assignment assignment and Acceptanceassumption, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes to this Note and, to the extent that rights of the interest assigned by such assignment and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassumption, have the rights and obligations of a Lender hereunder the Payee under this Note, and (B) such Lender thereunder the Payee shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment assignment and Acceptanceassumption, relinquish its rights and be released from its obligations under this Agreement Note (and, in the case of an Assignment assignment and Acceptance assumption covering all or of the remaining portion of such LenderPayee’s rights and obligations under this AgreementNote, such Lender the Payee shall cease to be a party hereto)) but shall continue to be entitled to the benefits of Section 14 with respect to facts and circumstances occurring prior to the effective date of such assignment, subject to any corresponding obligations and liabilities of the Payee with respect thereto. In no event shall the Payee make any assignment to, or allow any assumption by, any Person (other than an affiliate of the Payee) which would constitute a competitor of the Maker or its affiliates with respect to procurement, manufacture, production, delivery and sale of ethanol and related products.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to itits Notes, the Notes held by it, its LOC Obligations and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) all assignments of the Term Loans or the Original Revolving Committed Amount must be pro rata among such Lender’s Commitment with respect to the Term Loans and Original Revolving Committed Amount. (iii) except in the case of an assignment to another Lender or an assignment of all of a Lender’s rights and obligations under this Credit Agreement, any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment (which for this purpose includes Loans and LOC Obligations) being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3(b), together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights (except those rights hereunder which by their terms expressly survive) and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assigning Lender and such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, the any Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments and the related such Bank’s Commitment, such Bank’s Advances and Letters such Bank’s participation in Letter of CreditCredit Exposure, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the consent of the Administrative Agent shall be required, which consent shall not be unreasonably withheld or delayed, except with respect to assignments to other Banks or an Affiliate of the assigning Bank, (vi) no such assignments shall be made to any Defaulting Lender, Potential Defaulting Lender, the Borrower or its Affiliates or any of their respective subsidiaries, any natural Person, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause, and (vvii) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent or which is an Affiliate of a Lenderthe assigning Bank) shall pay to the Administrative Agent a $3,500 administrative fee; 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. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this Section shall not apply to any such assignment. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment 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 Administrative Agent and, unless a Default has occurred and is continuing, the Borrower, which consent shall not be unreasonably withheld or delayed, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each Issuing Bank and each other Bank hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participants in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments. Any Lender (a) The Company may not assign its rights or obligations hereunder or under the Notes or the Warrants without the prior consent of Holders. (b) Subject to applicable securities laws and to the terms and conditions of the Stockholders Agreement, Holders (and its permitted assigns) may assign to one (1) or more Eligible Assignees assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, and the Advances owing other Subordinated Note and Warrant Documents to it, the Notes held by itany Person, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each any such assignment shall be of a constant, and not a varying, percentage of assignee may further assign such Lender’s rights and obligations assigned under to any Person. Any such assignment will become effective upon the execution and delivery to the assigning Holder of the assignment. Upon the assigning Holder's request, the Company, will, at its own expense, execute and deliver new Notes and Warrants, as applicable, to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear. Upon the effectiveness of any assignment pursuant to this Section 12.06(b), all references to "Holders" or a "Holder" in this Agreement, the Notes, the Warrants and the other Subordinated Note and Warrant Documents shall mean and include each such assignee, each such assignee shall be deemed a party to this Agreement and shall be an equal percentage with respect to both its obligations owing in respect bound by all the agreements and covenants of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee Holders (other than the Eligible Assignee of covenant to purchase a Note or a Warrant) contained herein and all actions which are to be taken, and all consents or waivers to be granted or consents, amendments, waivers and other writings required to be signed by Holders or a party (other than the Administrative Agent or an Affiliate of a LenderCompany) to this Agreement thereafter shall pay to the Administrative Agent a $3,500 administrative fee. Upon such executionbe, delivery, acceptance and recording, from and after the effective date specified in each Assignment case, effective only if taken or executed or delivered by Holders and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)assignees.

Assignments. Any Lender Bank may with the written consents of the Company and the Agent (which consents will not be unreasonably withheld or delayed) at any time assign and delegate to one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any portion fraction of its rights such Bank’s Loans and obligations under this Agreement Commitment (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, which assignment and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment delegation shall be of a constant, and not a varying, percentage of such Lenderassigning Bank’s rights Loans and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to Commitment); each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and Bank’s Commitment shall be an in the minimum amount of $10,000,000 or in integral multiple multiples of $1,000,000 in excess thereof; provided, that any such Assignee will comply, if applicable, with the provisions contained in the first sentence of Section 6.4(b) and in Section 6.4(c), Section 6.4(d), Section 6.4(e) and Section 6.4(g) and shall be deemed to have made, on the date of the effectiveness of such assignment and delegation, the representation and warranty set forth in the second sentence of Section 6.4(b); and provided, further, that the Company and the Agent shall be entitled to continue to deal solely and directly with such assigning Bank in connection with the interests so assigned and delegated to an Assignee until such assigning Bank and/or such Assignee shall have: (i) given written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee, substantially in the form of Exhibit I, to the Company and the Agent; (ii) provided evidence satisfactory to the Company and the Agent that, as of the date of such assignment and delegation, the Company will not be required to pay any costs, fees, taxes or other amounts of any kind or nature with respect to the interest assigned in excess of those payable by the Company with respect to such interest prior to such assignment; (iii) each such assignment shall be paid to an Eligible Assignee, the Agent for the account of the Agent a processing fee of $3,500; and (iv) the parties to each such assignment shall execute and deliver provided to the Administrative Agent evidence reasonably satisfactory to the Agent that the assigning Bank has complied with the provisions of the last sentence of Section 12.6. Upon receipt of the foregoing items and the consents of the Company and the Agent, for its and subject to the acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee recordation of the Administrative assignment by the Agent or an Affiliate of a Lenderpursuant to Section 12.9, (x) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date Assignee shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be deemed automatically to have become a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant and delegated to such Assignment and AcceptanceAssignee, such Assignee shall have the rights and obligations of a Lender Bank hereunder and under the other instruments and documents executed in connection herewith and (By) such Lender thereunder shallthe assigning Bank, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment and Acceptanceit, relinquish its rights and shall be released from its obligations under hereunder. The Agent may from time to time (and upon the request of the Company or any Bank after any change therein shall) distribute a revised Schedule I indicating any changes in the Banks party hereto or the respective Percentages of such Banks and update the Register. Within five Business Days after the Company’s receipt of notice from the Agent of the effectiveness of any such assignment and delegation, if requested by the Assignee in accordance with Section 12.9, the Company shall execute and deliver to the Agent (for delivery to the relevant Assignee) new Notes in favor of such Assignee and, if the assigning Bank has retained Loans and a Commitment hereunder and if so requested by such Bank in accordance with Section 12.9, replacement Notes in favor of the assigning Bank (such Notes to be in exchange for, but not in payment of, the Notes previously held by such assigning Bank). Each such Note shall be dated the date of the predecessor Notes. The assigning Bank shall promptly mxxx the predecessor Notes, if any, “exchanged” and deliver them to the Company. Any attempted assignment and delegation not made in accordance with this Section 13.4.1 shall be null and void. The foregoing consent requirement shall not be applicable in the case of, and this Section 13.4.1 shall not restrict, any assignment or other transfer by any Bank of all or any portion of such Bank’s Loans or Commitment to (i) any Federal Reserve Bank (provided, that such Federal Reserve Bank shall not be considered a “Bank” for purposes of this Agreement) or (ii) any Affiliate of such Bank (provided, that the assigning or transferring Bank shall give notice of such assignment or transfer to the Agent and the Company). Further, the foregoing consent requirement of the Company shall not be applicable if an Event of Default has occurred and is continuing. The Company, each Bank, and each Assignee acknowledge and agree that after receipt by the Agent of the items and consents required by this Section each Assignee shall be considered a Bank for all purposes of this Agreement (andincluding without limitation Sections 6.4, in the case 7.1, 7.4, 13.5 and 13.6) and by its acceptance of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreementassignment herein, such Lender shall cease each Assignee agrees to be a party heretobound by the provisions of this Agreement (including without limitation Section 6.4).

Assignments. Any (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of the Senior Lenders, the Swing Line Lender, the Senior Issuing Banks and the Senior Facility Agent (and any attempted assignment or other transfer by the Borrower without such consent shall be null and void), and no Senior Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with Section 11.04(b) and Section 11.04(g), (ii) by way of participation in accordance with Section 11.04(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.04(e) (and any other attempted assignment or transfer by any party hereto shall be null and void). (b) Subject to Section 11.04(g) and this Section 11.04(b), any Senior Lender may, at any time after the date hereof, assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, its participations in Letters of Credit or the Advances Loans at the time owing to it) (provided that, on the Notes held date of such assignment, such assignment would not result in an increase in amounts payable by itthe Borrower under Section 5.03 (Increased Costs), unless such increase in amounts payable measured on such date of assignment is waived by the assigning and assuming Senior Lenders). Except in the case of (x) an assignment of the entire remaining amount of the assigning Senior Lender’s Commitment, its participations in Letters of Credit and the participation interest in Loans at the Letter of Credit Obligations held by it); providedtime owing to it or (y) an assignment to a Senior Lender, however, that (i) each such assignment shall be or an Affiliate of a constantSenior Lender, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be or an equal percentage Approved Fund with respect to both its obligations owing a Senior Lender, the sum of (1) the unused Commitments, if any, (2) participations in respect of the Commitments and the related Advances and Letters of Credit, if any, and (ii3) the amount of the Commitments and Advances of such Lender being assigned pursuant outstanding Loans subject to each such assignment (determined as of the date of the Lender Assignment and Acceptance Agreement with respect to such assignmentassignment is delivered to the Senior Facility Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date) shall be, if to an entity other than a Lender, not be less than five million Dollars ($5,000,000 and shall be an integral multiple of $1,000,000 5,000,000), unless the Senior Facility Agent otherwise consents in excess thereofwriting. Subject to Section 11.04(g), (iii) each such partial assignment shall be made as an assignment of the same percentage of the unused Commitments, participations in Letters of Credit and outstanding Loans and a proportionate part of all the assigning Senior Lender’s rights and obligations under this Agreement with respect to an Eligible Assigneethe Commitment, (iv) the participations in Letters of Credit and outstanding Loans. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording Senior Facility Agent a Lender Assignment Agreement in the Register, an Assignment and Acceptanceform of Exhibit E, together with a processing and recordation fee of three thousand five hundred Dollars ($3,500); provided that, (A) no such fee shall be payable in the Notes subject case of an assignment to a Senior Lender, an Affiliate thereof or an Approved Fund with respect to a Senior Lender and (B) in the case of contemporaneous assignments by a Senior Lender to one or more Approved Funds managed by the same investment advisor (which Approved Funds are not then Senior Lenders hereunder), only a single such three thousand five hundred Dollars ($3,500) fee shall be payable for all such contemporaneous assignments. If the Eligible Assignee is not a Senior Lender prior to such assignment, it shall deliver to the Senior Facility Agent an administrative questionnaire and all documentation and other information required by bank regulatory authorities under applicable “know your customer” requirements. 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 Senior Facility 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 Senior Facility Agent, the applicable pro rata share of Loans required to be made 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 Senior Facility Agent and each other Senior Lender hereunder (and interest accrued thereon), and (vy) each Eligible Assignee acquire (other than and fund as appropriate) its full pro rata share of all Loans in accordance with its Proportionate Share. Notwithstanding the Eligible Assignee 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 Administrative Agent or an Affiliate provisions of this paragraph, then the assignee of such interest shall be deemed to be a Lender) shall pay Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingrecording thereof by the Senior Facility Agent pursuant to Section 11.04(c), from and after the effective date specified in each Lender Assignment and AcceptanceAgreement, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Lender Assignment and AcceptanceAgreement, have the rights and obligations of a Senior Lender hereunder under this Agreement, and (B) such the assigning Senior Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Lender Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance Agreement covering all or of the remaining portion of such assigning Senior Lender’s rights and obligations under this Agreement, such Senior Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5.03 (Increased Costs), Section 5.06 (Taxes), Section 11.06 (Costs and Expenses) and Section 11.08 (Indemnification by the Borrower) with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Senior Lender’s having been a Defaulting Lender. Any assignment or transfer by a Senior Lender of rights or obligations under this Agreement that does not comply with this Section 11.04(b) shall be treated for purposes of this Agreement as a sale by such Senior Lender of a participation in such rights and obligations in accordance with Section 11.04(d). Upon any such assignment, the Senior Facility Agent will deliver a notice thereof to the Borrower (provided that, failure to deliver such notice shall not result in any liability for the Senior Facility Agent). (c) The Senior Facility Agent shall maintain the Register in accordance with Section 2.03(e) (Borrowing of Working Capital Loans) above. (d) Any Senior Lender may at any time, without the consent of, or notice to, the Borrower or the Senior Facility Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) or any Loan Party, any Sponsor, any Material Project Party, any Person that is party to any Additional Material Project Document or any Affiliate or Subsidiary thereof) (each, a “Participant”) in all or a portion of such Senior Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment, participations in Letters of Credit or the Loans owing to it); provided that, (i) such Senior Lender’s obligations under this Agreement shall remain unchanged, (ii) such Senior Lender remains solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Senior Facility Agent and the other Senior Lenders shall continue to deal solely and directly with such Senior Lender in connection with such Senior Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Senior Lender shall be responsible for the indemnity under Section 11.08 (Indemnification by the Borrower) with respect to any payments made by such Senior Lender to its Participant(s). Any agreement or

Assignments. Any Lender may Each Bank may, at its own expense, from time to time, assign to one or more Eligible Assignees other financial institutions all or any portion part of its rights and obligations under this Agreement (includingincluding without limitation the Indebtedness evidenced by the Notes then owned by such assigning Bank, without limitationtogether with an equivalent proportion of its obligation to make loans and advances) pursuant to written agreements executed by such assigning Bank, all such assignee lender or a lenders, the Company and the Agent, which agreements shall specify in each instance the portion of its Commitments, the Advances owing to it, Indebtedness evidenced by the Notes held by it, which is to be assigned to each such assignee lender and the participation interest in portion of the Letter Commitments of Credit Obligations held the assigning Bank to be assumed by itit (the “Assignment Agreements”); provided, however, that unless the Agent, the Company, the assignor Bank and the assignee lender, in writing, agree to the contrary, (i) each such except in connection with any assignment shall be by a Bank to any of a constantits Affiliates, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the aggregate amount of the Commitments and Advances Exposure of such Lender the assigning Bank being assigned to such assignee lender pursuant to each such assignment (determined as of the effective date of the relevant Assignment and Acceptance with respect to such assignmentAgreement) shall be, if to an entity other than a Lender, not in no event be less than the lesser of $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, or the assignor Bank’s unused Revolving Credit Commitment; (iii) each such assignment shall be to an Eligible Assignee, (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister pursuant to Section 11.20 hereof, an Assignment and AcceptanceAgreement, together with the any Notes subject to such assignment, (iii) the Agent and (vexcept for an assignment made during the continuance of any Event of Default) the Company must consent to each Eligible Assignee such Assignment Agreement, which consents shall not be unreasonably withheld, to each such assignment to (other than the Eligible Assignee provided no such consent is required for any assignment to any Affiliate of the Administrative Agent or an Affiliate assigning Bank), and (iv) except in connection with any assignment by a Bank to any of a Lender) shall its Affiliates, the assignee lender must pay to the Administrative Agent a processing and recordation fee of $3,500 administrative fee4,000 and any out-of-pocket attorneys’ fees incurred by the Agent in connection with such Assignment Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in execution of each Assignment Agreement by the assigning Bank thereunder, the assignee lender thereunder, the Company and Acceptancethe Agent, which effective date shall be at least three Business Days after satisfaction of all of the execution thereofconditions set forth above and payment to such assigning Bank by such assignee lender of the purchase price for the portion of the Exposure being acquired by it, (Ai) the such assignee thereunder lender shall be thereupon become a party hereto “Bank” for all purposes andof this Agreement with an Exposure in the amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) such assigning Bank shall have no further liability for funding the portion of any of its Commitments assumed by such other Bank, and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement executed by it, the Company shall execute and deliver new Notes to the extent that rights assignee Bank in the amount of its applicable Commitment or Loan and obligations hereunder have been assigned new Notes to it the assigning Bank in the amounts of its applicable Commitment or Loan after giving effect to the reduction occasioned by such assignment, such new Notes to constitute “Notes” for all purposes of this Agreement. Notwithstanding the foregoing, in no event may any assignment be made pursuant to such Assignment and Acceptance, have this Section 11.17(a) to any entity which is not a financial institution without the rights and obligations express prior written consent of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Company.

Assignments. Any Lender may may, with the prior written consent of the Administrative Agent and (except during the existence of a Default) the Borrower, which consent(s) shall not be unreasonably withheld or delayed, at any time assign to one or more Persons that (unless a Default exists) are Eligible Assignees all (provided that no written consent of the Borrower or the Administrative Agent shall be required in connection with any assignment by a Lender to an Eligible Assignee that is a Lender or an Affiliate of any Lender and that the Borrower will be deemed to have consented to an assignment if it fails to respond negatively to a written request for consent within ten Business Days of delivery of such request and provided, further, that it is acknowledged that it is reasonable for the Borrower to withhold its consent to an assignment to a competitor of the Borrower or to an Affiliate of a competitor of the Borrower) (each an “Assignee”) all, or any portion portion, of its the Loans, the Commitment and the other rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as hereunder, in a minimum Dollar/Peso Equivalent amount of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an or a higher integral multiple of $1,000,000 (or, if less, all of such Lender’s remaining rights and obligations hereunder); provided that the Credit Parties and the Agents may continue to deal solely and directly with such Lender in excess thereofconnection with the interest so assigned to an Assignee until: (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and/or its Assignee, (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent a duly executed Assignment Agreement substantially in the form of Exhibit C (an “Assignment Agreement”) together with the Note(s) subject to such assignment and (iii) each such assignment shall be except to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to extent waived by the Administrative Agent, for such Lender or its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay have paid to the Administrative Agent a processing fee relating to such assignment in the amount of $3,500 administrative fee3,500. Upon Notwithstanding the foregoing, no such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date assignment shall be at least three Business Days allowed if it would require securities registration under any Applicable Law or if the assigner thereof (if it is assigning less than all of its Loans and Commitments) would, after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassignment, have the rights less than $5,000,000 (or its Dollar/Peso Equivalent) in Loans and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Commitments.

Assignments. Any Each Lender may may, with the consent of each L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed), assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Revolving Loan Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an assignment of all of a Lender’s rights and obligations under this Credit Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Revolving Loan Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3(b), together with a processing fee (other than in connection with any assignment to an Affiliate of such Lender) from the Notes subject assignor of $3,500 (unless waived by the Agent), and, if the assignee thereunder is not an existing Lender, such assignee shall deliver to the Agent such assignment, and information as the Agent may request for administrative purposes; and (v) each Eligible Assignee no such assignment shall be made to (other than A) the Eligible Assignee Borrower or any of the Administrative Agent Borrower’s Affiliates, (B) any Defaulting Lender or an Affiliate any of its Subsidiaries, or any Person who, upon becoming a LenderLender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) shall pay to the Administrative Agent a $3,500 administrative feenatural person. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender represents and warrants that it is legally authorized to enter into such assignment agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any (a) Borrower shall not be permitted to assign this Agreement without the prior written consent of the Lender and any purported assignment in violation of this Section 13.01 shall be null and void. (b) Lender may at any time, upon written notice to Borrower, assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (includinghereunder, without limitationin whole or in part, all or a portion of to an Assignee and may pledge its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect hereunder to such assignmentAssignee. (c) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the The parties to each such permitted assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Borrower an Assignment and Acceptance. Upon the effectiveness of a permitted assignment hereunder, together with the Notes subject to such assignment, and (vi) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of reference in this Agreement to “Lender” shall be deemed to be a Lender) shall pay reference to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance assignor and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after assignee to the execution thereofextent of their respective interests, (Aii) the such assignee thereunder shall be a Lender party hereto for to this Agreement and shall have all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (Biii) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and assignor shall be released from its obligations under this Agreement hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (andd) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the case applicable Loans. (e) Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an Assignment and Acceptance covering all or assignment permitted hereunder, including new Note in exchange for the remaining portion of such Note held by the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except (A) in the case of an assignment to another Lender, (B) in the case of an assignment of all of a Lender’s rights and obligations under this Credit Agreement, or (C) with the consent of the Administrative Agent and the Borrowers (such consent by the Borrowers (i) not to be unreasonably withheld and (ii) not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 11.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any (a) The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee in accordance with the provisions of this Section 15.9.1, (ii) by way of participation in accordance with the provisions of Section 15.9.2 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the penultimate paragraph of this Section 15.9.1 (and, in each case, any other attempted assignment or transfer by any Lender party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than a Lender, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 15.9.2 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may, with the prior written consent of the Administrative Agent and, so long as no Event of Default under Section 12.1.1, 12.1.3 or 12.1.4 (solely with respect to an Event of Default arising due to non-compliance with Section 10.6) has occurred and is continuing, the Company (which consents of the Administrative Agent and the Company shall not be unreasonably delayed or withheld and, with respect to the consent of the Company, such consent shall be deemed to have been given if the Company has not objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), at any time assign and delegate to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage fraction of such Lender’s rights Loans and obligations assigned under this Agreement and shall be Commitment in a minimum aggregate amount (in the case of an assignment to an Assignee other than a Lender hereunder) equal percentage with respect to both its obligations owing in respect the lesser of the Commitments and the related Advances and Letters of Credit, (iii) the amount of the assigning Lender’s remaining Loans and, without duplication, Commitments and Advances (ii) $5,000,000 (or such lesser amount as the Company and the Administrative Agent may agree in their discretion); provided that (v) no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Borrowers would be obligated to pay any greater amount under Section 7.7 or Section 8 to the Assignee than the Borrowers are then obligated to pay to the assigning Lender being under such Sections (and if any assignment is made in violation of the foregoing, the Borrowers will not be required to pay the incremental amounts), (w) any assignment to a Person other than a Lender shall be subject to the prior written consent of the Issuing Lenders and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), (x) no consent of the Company or the Administrative Agent shall be required in connection with any assignment from a Lender to a Lender, an Affiliate or branch of a Lender or an Approved Fund, (y) no consent of the Administrative Agent shall be required in connection with any assignment to another Lender and (z) the Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned pursuant and delegated to each an Assignee until the date when all of the following conditions shall have been met: (i) the Assignee shall have complied with the requirements set forth in Section 7.7.5, if applicable, (ii) five Business Days (or such lesser period of time as the Administrative Agent and the assigning Lender shall agree) shall have passed after written notice of such assignment (determined as of the date of the Assignment and Acceptance delegation, together with payment instructions, addresses and related information with respect to such assignment) Assignee, shall be, if have been given to an entity other than a Lender, not less than $5,000,000 the Company and shall be an integral multiple of $1,000,000 in excess thereof, the Administrative Agent by such assigning Lender and the Assignee, (iii) each such the assigning Lender and the Assignee shall have executed and delivered to the Company and the Administrative Agent an assignment agreement substantially in the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent (an “Assignment Agreement”), together with any documents required to be delivered thereunder, which Assignment Agreement shall be to an Eligible Assigneehave been accepted by the Administrative Agent and, if required, the Company, and (iv) unless the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Assignee is an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee Affiliate or branch of the Administrative Agent assigning Lender, the assigning Lender or an Affiliate of a Lender) the Assignee shall pay to have paid the Administrative Agent a processing fee of $3,500 administrative fee3,500. Upon such execution, delivery, acceptance and recording, from From and after the effective date specified in each Assignment and Acceptance, on which effective date shall be at least three Business Days after the execution thereofconditions described above have been met, (A) the assignee thereunder such Assignee shall be deemed automatically to have become a party hereto for all purposes as a Lender with respect to the interest assigned and, to the extent that rights and obligations hereunder have been assigned and delegated to it such Assignee pursuant to such Assignment and AcceptanceAgreement, shall have the rights and obligations of a Lender hereunder (in addition, if applicable, to rights and obligations previously held by such Lender), and (B) such Lender thereunder shallthe assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and shall be released from its obligations under this Agreement hereunder (and, in the case of an Assignment assignment of all of its Commitments and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this AgreementLoans, such Lender shall cease to be a Lender (but shall continue to have all rights and obligations under provisions hereof which by their terms survive the termination hereof)); provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. Any attempted assignment and delegation not made in accordance with this Section 15.9.1 shall be null and void. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office specified for payments pursuant to Section 7.1 a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and reimbursement obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). No assignment shall be effective unless it is recorded in the Register. The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding the foregoing provisions of this Section 15.9.1 or any other provision of this Agreement, (a) no assignment shall be made to (i) the Company or any Affiliate or Subsidiary thereof, (ii) any Defaulting Lender or any Subsidiary thereof, or any Person which, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii) or (iii) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons), and (b) any Lender may at any time assign all or any portion of its Loans to a Federal Reserve Bank or any other central bank by way of a pledge or assignment of a security interest to secure its obligations to such bank; provided that no such assignment shall (i) release any Lender from any of its obligations hereunder or (ii) substitute any such Federal Reserve Bank for such Lender as a party hereto; and provided, further, that no such Federal Reserve Bank shall be entitled to exercise any right (or shall have any obligation) of a Lender under the Loan Documents unless it becomes a Lender in compliance with the other provisions of this Section 15.9.1. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company 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, any Issuing Lender or any other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its 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.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except (A) in the case of an assignment to another Lender, (B) in the case of an assignment of all of a Lender’s rights and obligations under this Credit Agreement, or (C) with the consent of the Administrative Agent and the Borrowers (such consent by the Borrowers (i) not to be unreasonably withheld and (ii) not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Lender may assign to one or more Eligible Assignees Assignee all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s 's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (viv) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may No Party hereto shall assign to one or more Eligible Assignees all or any portion of its rights an interest hereunder except unto a reputable and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by itfinancially responsible Third Party, and the participation assigning Party shall be and remain liable for the obligations incurred by its assignee unless and until the sale or assignment has been approved in writing by the other Parties hereto, which approval shall not be unreasonably withheld. A transfer of interest to an affiliate, successor or subsidiary of a Party to this Agreement is not considered a transfer to a third party for the purpose of this provision. However, no approval shall be given unless and until all monies due and accounts payable accruing out of the development and operation of the Lease subject hereto shall have been paid in full by the Party assigning its interest. An assignment of interest hereunder shall not become effective as to the Parties until the first day of the month following delivery to Operator of a copy of an instrument evidencing the sale or assignment approved by the proper governmental authority and conforming to the requirements of this section. If, at any time the interest of any original Party to this Agreement is divided among and owned by more than two (2) co-owners, Operator, at its discretion, may require such co-owners to appoint a single trustee or agent with full authority to receive notices, approve expenditures, receive xxxxxxxx for and approve and pay such assignees' share of the joint expenses, and to deal generally with, and with power to bind, the assignees of such interest within the scope of operations embraced by this Agreement. Each Party shall incorporate in any assignment of an interest in the Letter of Credit Obligations held by it); provided, however, Lease a provision that (i) each such assignment is subject to this Agreement. Any assignment, vesting or relinquishment of interest between the Parties shall be without warranty of a constanttitle, except by, through and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Assignor.

Assignments. Any 12.1 The Lender may shall have the right at any time to assign to one or more Eligible Assignees commercial banks, commercial finance lenders or other financial institutions all or any a portion of its rights and obligations under this Financing Agreement (including, without limitation, all or a portion of its Commitments, obligations under the Advances owing to it, the Notes held by it, Revolving Loans and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s its rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee). Upon such execution, delivery, acceptance execution of an assignment and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, transfer agreement (Aa) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassignment, have the rights and obligations of a the Lender hereunder hereunder, and (Bb) such the Lender thereunder shall, to the extent that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Financing Agreement. The Borrower and the Guarantors shall, if necessary, execute any documents reasonably required to effectuate the assignments. It shall be a condition of any assignment by the Lender hereunder that (andi) the amount being assigned shall, if there is no Event of Default which is continuing, in no event be less than the case lesser of an Assignment and Acceptance covering all $10,000,000 or the remaining portion entire interest of the Lender hereunder, and the parties to such Lender’s rights assignment shall execute and obligations under this Agreement, such deliver to the Lender shall cease to be a party hereto)an assignment and transfer agreement.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) that: each such assignment shall be to an Eligible Assignee; except (A) in the case of an assignment to another Lender or to an Affiliate of a Lender, (ivB) in the case of an assignment of all of a Lender's rights and obligations under this Credit Agreement, or (C) with the consent of the Administrative Agent and DRI (such consent by DRI (i) not to be unreasonably withheld and (ii) not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 11.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 5,000,000.00 (or, if less, the amount of its remaining Commitments and Advances in connection with an assignment of all such remaining Commitments and Advances) and, with respect to amounts equal to $5,000,000.00 or greater, shall be an integral multiple of $1,000,000 1,000,000.00 in excess thereof, (iii) the amount of the Commitments and Advances held by an assignee, after giving effect to all such assignments to such assignee, shall not be less than $25,000,000.00, (iv) each such assignment shall be to an Eligible Assignee, (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with the Notes subject to such assignment, and (vvi) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three Business Days after the execution thereof, (Aa) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (Bb) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one any Lender or more Eligible Assignees any Affiliate or Approved Fund thereof or, with the consent of the Borrower, the Administrative Agent and the Issuing Lender (which consent of the Borrower, the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default), to an additional bank or financial institution (an “Assignee”) all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit E (includingan “Assignment and Acceptance”), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Acceptance, together with Exposure being assigned shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Notes subject to such assignment, Borrower and the Administrative Agent) and (vii) each Eligible Assignee the sum (other than the Eligible Assignee without duplication) of the Administrative Agent aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $5,000,000 (or an Affiliate of a Lender) shall pay such lesser amount as may be agreed to by the Borrower and the Administrative Agent a $3,500 administrative feeAgent). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto), but shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and 9.5 in respect of the period prior to such effective date.

Assignments. Any Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the Company and the NMP Entities and their respective successors and permitted assigns. This Agreement shall not be assignable by any of the parties hereto without the prior written consent of the other parties; provided, that any of the NMP Entities (i) may assign to one or more Eligible Assignees all or any portion of its rights and obligations duties under this Agreement to any other NMP Entity at any time, (ii) at any time prior to the consummation of an Initial Public Offering, may assign its rights and duties under this Agreement to any Person who acquires shares of Common Stock from any of the NMP Entities and (iii) at any time following the consummation of an Initial Public Offering, may assign its rights and duties under this Agreement (includingother than Section 3.2) to a Person who acquires, without limitation, all in a transaction other than a Public Offering or a portion sale pursuant to Rule 144, at least fifty percent (50%) of its Commitmentsthe aggregate number of shares of Common Stock owned, directly or indirectly, by the Advances owing NMP Entities as of immediately prior to it, the Notes held by it, and the participation interest consummation of such transaction (any Person described in the Letter of Credit Obligations held by itforegoing clauses (i) through (iii), an “Assignee”); provided, howeverfurther, that (i) each no such assignment shall be binding upon or obligate the Company to any such Assignee unless and until such Assignee delivers to the Company (a) a written notice stating the name and address of such Assignee and identifying the shares of Common Stock owned by such Assignee and (b) a constantwritten instrument by which such Assignee agrees to be bound by the provisions of this Agreement applicable to the NMP Entities to the same extent as if such Assignee were a party hereto. Upon any assignment in accordance with this Section 4.10, the Assignee shall succeed to, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignmentsubstituted for, and (v) each Eligible Assignee (other than may exercise every right and power of, the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations assigning NMP Entity under this Agreement; provided, such Lender that no rights or duties of the NMP Entities under Section 3.2 of this Agreement shall cease be assignable or delegable to be a party hereto)any Person other than to an NMP Entity.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (not to be unreasonably withheld); (iii) To the extent required in the definition of “Eligible Assignee” DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; (iv) any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (v) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and assignor of $4,000; and (vvii) each Eligible Assignee (other than without the Eligible Assignee prior written consent of the Administrative Agent or an Affiliate Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeCode. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party heretoLender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be required where the Administrative Agent has been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Lender may assign to one or more Eligible Assignees all (a) All or any portion part of its rights and obligations the interest of any Lender in, to or under this Agreement (including, without limitation, all or a portion of its CommitmentsParticipation Agreement, the Advances owing to itother Operative Documents, the Units or the Notes held may be assigned or transferred by it, and the participation interest in the Letter of Credit Obligations held by it)such Lender at any time to an Eligible Assignee; provided, however, that (i) each such assignment or transfer shall be comply with all applicable securities laws and ERISA; (ii) each assignment or transfer shall consist of a constant, and not a varying, percentage transfer of equivalent portions of such Lender’s 's rights and obligations assigned under this the Loan Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect if applicable to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 ); and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each assignment or transfer of Loans shall be in a minimum aggregate amount of $2,000,000 and $500,000 integral multiples in excess thereof (or, if less, the aggregate amount of Loans then held by the assignor or transferor Lender), unless such assignment or transfer is between Lenders and/or their Affiliates; and provided further that so long as no Lease Default or Lease Event of Default exists, any such transfer or assignment (other than a transfer or assignment to a Participant or an Affiliate of the transferor) shall be subject to the consent of Lessee, which shall not be unreasonably withheld. Such assignment or transfer shall be pursuant to documentation in the form of Exhibit K, duly executed by the assignee or transferee. (b) Any Certificate Purchaser may assign or transfer all or any part of its interest in, to and under this Participation Agreement, the other Operative Documents, the Units and the Certificates at any time to an Eligible Assignee; provided, however, that (ivi) each assignment or transfer shall comply with all applicable securities laws and ERISA; (ii) each assignment or transfer shall consist of a transfer of equivalent portions of such Certificate Purchaser's rights and obligations under the parties Trust Agreement (if applicable to such Lender); and (iii) each assignment or transfer of Certificate Amounts shall be in a minimum aggregate amount of $75,000 and $10,000 integral multiples in excess thereof (or, if less, the aggregate amount of Certificates then held by the assignor or transferor Certificate Purchaser), unless such assignment shall execute or transfer is between Certificate Purchasers and/or their Affiliates; and deliver to the Administrative Agentprovided further that so long as no Lease Default or Lease Event of Default exists, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to any such assignment, and (v) each Eligible Assignee transfer or assignment (other than the Eligible Assignee of the Administrative Agent a transfer or assignment to a Participant or an Affiliate of a Lenderthe transferor) shall pay be subject to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptanceconsent of Lessee, which effective date shall not be unreasonably withheld. Such assignment or transfer shall be at least three Business Days after pursuant to documentation in the execution thereofform of Exhibit K, (A) duly executed by the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)transferee.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Loans, its Notes and its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) each such assignment shall be in an amount at least equal to $5,000,000, except in the case of an assignment to another Lender or any Affiliate of a Lender or an assignment of all of a Lender's rights and obligations under this Agreement; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Agreement and the other Credit Documents; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with the any Notes subject to such assignment and a processing fee of $3,000 to be paid by the parties to such assignment. Upon the later of (A) the execution, delivery and acceptance of such Assignment and Acceptance and (vB) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the obligations, rights and obligations benefits of a Lender hereunder under this Agreement and (B) such the other Credit Documents and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andand the other Credit Documents. Upon the consummation of any assignment pursuant to this Section 10.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new promissory notes reflecting such assignment are issued to the assignor and the assignee in the case amount of an Assignment their respective interests and Acceptance covering all in substantially the form of the original Notes (but with notation thereon that such new Notes are given in substitution for and replacement of the original Notes or any replacements thereof). If the remaining portion assignee is not incorporated under the laws of such Lender’s rights the United States of America or a state thereof, it shall deliver to the Borrower and obligations under this Agreement, such Lender shall cease the Agent certification as to be a party hereto)exemption from deduction or withholding of Taxes in accordance with Section 3.10.

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Borrower and the Administrative Agent (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing hereunder pursuant to it, the Notes held by it, and the participation interest an assignment agreement substantially in the Letter form of Credit Obligations held by it)Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any such assignment shall be in a minimum aggregate amount of $10,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender), (ii) each such assignment shall be of a constant, and not a varying, percentage of such all of the assigning Lender’s 's rights and obligations assigned under this Agreement and the Commitment being assigned. Any assignment hereunder (including, but not limited to, any assignment by a Lender to another Lender) shall be an equal percentage with respect to both its obligations owing in respect effective upon satisfaction of the Commitments conditions set forth above and delivery to the related Advances and Letters Administrative Agent of Credita duly executed assignment agreement, (ii) in substantially the amount form of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Exhibit 11.3, together with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple transfer fee of $1,000,000 in excess thereof3,500 payable to the Administrative Agent for its own account, (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 11.3(d) shall be to an Eligible Assignee, (iv) arranged by the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together Borrower after consultation with the Notes subject to such assignment, Agents and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for either an assignment of all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender hereunder under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Credit Agreement, (Biv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to Section 11.3(d) unless and until such Lender thereunder shallshall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Revolving Loans owing to such Lender, together with accrued interest thereon, to the extent that rights date of payment of such principal amount and obligations hereunder have been assigned by it pursuant all other amounts payable to such Assignment and Acceptance, relinquish its rights and be released from its obligations lender under this Credit Agreement and (andv) the Borrower shall be entitled to withhold its consent if an assignment would result in greater payments under Sections 3.9, in the case of an Assignment and Acceptance covering all 3.11, or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)3.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000.00, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 2,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender, an Approved Fund of any Lender or an Affiliate of any Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant and not varying, percentage of all of its rights and obligations under this Agreement; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, Agreement together with the Notes subject to such assignment, and (v) each Eligible Assignee a processing fee (other than the Eligible Assignee in connection with any assignment to a Lender, an Approved Fund of the Administrative Agent any Lender or an Affiliate of a such Lender) shall pay to from the Administrative Agent a assignor of $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this subsection (andb), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new promissory notes evidencing Advances are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in the case of accordance with Section 4.4. By executing and delivering an Assignment Agreement in accordance with this subsection (b), the assigning Lender thereunder and Acceptance covering all the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender represents and warrants that it is legally authorized to enter into such Assignment Agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement; (D) such assignee confirms that it has received a copy of this Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances Loans owing to it, and the Notes held by it) with the consent, not to be unreasonably withheld, of the Administrative Agent and the participation interest in the Letter of Credit Obligations held by it)Borrower; provided, however, that (i) each such assignment of an assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Creditsuch Commitment, (ii) the amount of the Commitments resulting Commitment and Advances Loans of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssignment, together with the Note or Notes subject to such assignment, assignment and shall pay all legal and other expenses in respect of such assignment and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of not already a Lender) Bank hereunder shall pay to the Administrative Agent a an assignment fee of $3,500 administrative feein connection with such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssignment, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssignment, relinquish its rights and be released from its obligations to lend under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. (i) Any Lender Purchaser may at any time and from time to time, upon the prior written consent of the Administrative Agent, and, if the Assignee is not an Affiliate of the selling Purchaser, the prior written consent of the Transferor (which consent shall not be unreasonably withheld), assign to one or more Eligible Assignees accredited investors or other Persons (“Assignee(s)”) all or any portion part of its rights and obligations under this Agreement and the other Transaction Documents pursuant to a supplement to this Agreement, substantially in the form of Exhibit K hereto (each, a “Transfer Supplement”), executed by the Assignee, such selling Purchaser, the Administrative Agent and, if applicable, the Transferor; and provided, however, that (A) each Assignee shall purchase an identical percentage in such selling Purchaser’s Commitment and Pro Rata Share of its Funded Amount, (B) any such assignment cannot be for an amount less than the lesser of (1) $5,000,000 and (2) such selling Purchaser’s Commitment or Pro Rata Share of the Funded Amount (calculated at the time of such assignment) and (C) each Assignee must be a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended). (ii) [intentionally deleted]. (iii) Upon (A) execution of a Transfer Supplement, (B) delivery of an executed copy thereof to the Administrative Agent, and (C) payment, if applicable, by the Assignee to such selling Purchaser of an amount equal to the purchase price agreed between such selling Purchaser and the Assignee, such selling Purchaser shall be released from its obligations hereunder to the extent of such assignment and the Assignee(s) shall, for all purposes, be a Purchaser party to this Agreement and shall have all the rights and obligations of a Purchaser under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Purchasers or the Administrative Agent shall be required. The amount of the assigned portion of the selling Purchaser’s Pro Rata Share of the Funded Amount allocable to the Assignee shall be equal to the Transferred Percentage (as defined in the Transfer Supplement) of such selling Purchaser’s Pro Rata Share of the Funded Amount which is transferred thereunder regardless of the purchase price paid therefor. Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of the Assignee as a Purchaser and the resulting adjustment of the selling Purchaser’s Commitment arising from the purchase by the Assignee of all or a portion of the selling Purchaser’s rights, obligations and interest hereunder. (iv) Notwithstanding any other provision of this Agreement to the contrary, any Purchaser may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, all or a portion any Transferred Interest and any rights to payment of its CommitmentsNet Investment, the Advances owing to it, the Notes held by it, Discount and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (iany other amounts) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement to secure obligations of such Purchaser to a Federal Reserve Bank, and this Section shall be an equal percentage with respect not apply to both any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Purchaser from any of its obligations owing in respect of the Commitments and the related Advances and Letters of Credithereunder, (ii) the amount of the Commitments and Advances of or substitute any such Lender being assigned pursuant to each pledgee or grantee for such assignment (determined Purchaser as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Loan Commitments, the Revolving Loan Advances owing to it, the Revolving Loan Notes held by it, and the participation interest in the Letter Letters of Credit Obligations held owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount assignments of the Revolving Loan Commitments and Advances shall be made in minimum amounts of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an made in integral multiple multiples of $1,000,000 and the assigning Bank, if it retains any Revolving Loan Commitments, shall maintain at least $5,000,000 in excess thereofRevolving Loan Commitments, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Revolving Loan Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any (a) Subject to and in accordance with Section 10.1 of the Participation Agreement, each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement the Operative Agreements (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an assignment of all of a Lender’s rights and obligations under the Operative Agreements, any such partial assignment shall be in an amount at least equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under the Operative Agreements and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance an Assignment and recording Acceptance substantially in the Registerform of Exhibit B hereto, an together with any Note subject to such assignment and a processing fee of $3,500. Upon execution, delivery, and acceptance of such Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the obligations, rights and obligations benefits of a Lender hereunder under the Operative Agreements and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under the Operative Agreements. Upon the consummation of any assignment pursuant to this Agreement Section, the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 11.2(e) of the Participation Agreement. (and, in the case b) Upon its receipt of an Assignment and Acceptance covering executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto. (c) Notwithstanding any other provision set forth in any Operative Agreement, any Lender may at any time assign and pledge all or the remaining any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Lender’s rights and Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations under this Agreementhereunder. (d) Any Lender may furnish any information concerning the Borrower, the Lessee or any Subsidiaries of the Lessee in the possession of such Lender shall cease from time to be a party heretotime to assignees (including prospective assignees), subject, however, to the provisions of Section 12.13 of the Participation Agreement.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments Commitments, Advances, and Advances participation interest in the Letter of Credit Obligations of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000.00, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Except for sales of participations under the immediately preceding subsection (a), no Lender may assign shall make any assignment or transfer of any kind of its commitments or obligations to one or more Eligible Assignees all participate in Letters of Credit or any portion of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and obligations under this Agreement then only if such assignment is made in accordance with the following requirements: (including, without limitation, all or a portion i) In the case of its an assignment of Revolving Loans and Revolving Loan Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i1) each such assignment shall be apply to all Revolving Loans and commitments to participate in Letters of a constant, Credit owing to and not a varying, percentage commitments to participate in Letters of such Lender’s rights Credit by the assignor and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect the unused portion of the assignor Revolving Loan Commitments and the related Advances and Letters of Credit, (ii2) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect immediately after giving effect to such assignment) , the assignor’s Revolving Loan Commitment shall be, if to an entity other than a Lender, not be less than $5,000,000 and the assignee’s Revolving Loan Commitment shall be an integral multiple equal or exceed $5,000,000 (unless such assignor is assigning all of $1,000,000 in excess thereof, (iii) each its Revolving Loan Commitments and Revolving Loans or unless such assignment shall be is to an Eligible AssigneeAffiliate of such assignor or an Approved Fund administered or managed by such assignor or an Affiliate of such assignor); provided that the foregoing requirements (1) and (2) may be waived by a writing signed by the Administrative Agent, each Issuer and (ivso long as no Default or Event of Default is continuing) the Borrower. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, appropriately completed, together with the Notes Revolving Loan Note subject to such assignment, assignment and (v) each Eligible Assignee (other than the Eligible Assignee of the a processing fee payable to Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee3,500. Upon such execution, delivery, acceptance and recording, from payment and after upon the effective date specified satisfaction of the conditions set out in each such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, then (A) Borrower shall, if requested by the assignor and/or assignee, issue new Revolving Loan Notes, to such assignor and assignee in exchange for the return of the old Revolving Loan Notes to Borrower, and (B) as of the “Effective Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and Administrative Agent shall thereafter deliver or make available to Borrower and each Lender one or more schedules showing the revised Percentage Shares of all other Lenders. (Biii) such Each assignee Lender thereunder shall, shall (to the extent it has not already done so) provide Administrative Agent and Borrower with the documentation referred to in Section 3.6(e) and all other information requested by the Administrative Agent that rights may be required by regulatory authorities under “know your customer” and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAnti-Corruption Laws, relinquish its rights and be released from its obligations under this Agreement (andincluding, in without limitation, the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)PATRIOT Act.

Assignments. Any Lender Bank may with the written consents of the Company and the Agent (which consents will not be unreasonably withheld or delayed) at any time assign and delegate to one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an "Assignee") all or any portion fraction of its rights such Bank's Loans and obligations under this Agreement Commitment (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, which assignment and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment delegation shall be of a constant, and not a varying, percentage of such Lender’s rights assigning Bank's Loans and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to Commitment); each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and Bank's Commitment shall be an in the minimum amount of $10,000,000 or in integral multiple multiples of $1,000,000 in excess thereof; provided, that any such Assignee will comply, if applicable, with the provisions contained in the first sentence of Section 6.4(b) and in Section 6.4(c), Section 6.4(d), Section 6.4(e) and Section 6.4(g) and shall be deemed to have made, on the date of the effectiveness of such assignment and delegation, the representation and warranty set forth in the second sentence of Section 6.4(b); and provided, further, that the Company and the Agent shall be entitled to continue to deal solely and directly with such assigning Bank in connection with the interests so assigned and delegated to an Assignee until such assigning Bank and/or such Assignee shall have: Credit Agreement (i) given written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee, substantially in the form of Exhibit I, to the Company and the Agent; (ii) provided evidence satisfactory to the Company and the Agent that, as of the date of such assignment and delegation, the Company will not be required to pay any costs, fees, taxes or other amounts of any kind or nature with respect to the interest assigned in excess of those payable by the Company with respect to such interest prior to such assignment; (iii) each such assignment shall be paid to an Eligible Assignee, the Agent for the account of the Agent a processing fee of $3,500; and (iv) the parties to each such assignment shall execute and deliver provided to the Administrative Agent evidence reasonably satisfactory to the Agent that the assigning Bank has complied with the provisions of the last sentence of Section 12.6. Upon receipt of the foregoing items and the consents of the Company and the Agent, for its acceptance and recording in (x) the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be deemed automatically to have become a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant and delegated to such Assignment and AcceptanceAssignee, such Assignee shall have the rights and obligations of a Lender Bank hereunder and under the other instruments and documents executed in connection herewith and (By) such Lender thereunder shallthe assigning Bank, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment and Acceptanceit, relinquish its rights and shall be released from its obligations under hereunder. The Agent may from time to time (and upon the request of the Company or any Bank after any change therein shall) distribute a revised Schedule I indicating any changes in the Banks party hereto or the respective Percentages of such Banks and update the Register. Within five Business Days after the Company's receipt of notice from the Agent of the effectiveness of any such assignment and delegation, if requested by the Assignee in accordance with Section 12.9, the Company shall execute and deliver to the Agent (for delivery to the relevant Assignee) new Notes in favor of such Assignee and, if the assigning Bank has retained Loans and a Commitment hereunder and if so requested by such Bank in accordance with Section 12.9, replacement Notes in favor of the assigning Bank (such Notes to be in exchange for, but not in payment of, the Notes previously held by such assigning Bank). Each such Note shall be dated the date of the predecessor Notes. The assigning Bank shall promptly xxxx the predecessor Notes, if any, "exchanged" and deliver them to the Company. Any attempted assignment and delegation not made in accordance with this Section 13.4.1 shall be null and void. The foregoing consent requirement shall not be applicable in the case of, and this Section 13.4.1 shall not restrict, any assignment or other transfer by any Bank of all or any portion of such Bank's Loans or Commitment to (i) any Federal Reserve Bank (provided, that such Federal Reserve Bank shall not be considered a "Bank" for purposes of this Agreement) or (ii) any Affiliate of such Bank (provided, that the assigning or transferring Bank shall give notice of such assignment or transfer to the Agent and the Company). Further, the foregoing consent requirement of the Company shall not be applicable if an Event of Default has occurred and is continuing. Credit Agreement The Company, each Bank, and each Assignee acknowledge and agree that after receipt by the Agent of the items and consents required by this Section each Assignee shall be considered a Bank for all purposes of this Agreement (andincluding without limitation Sections 6.4, in the case 7.1, 7.4, 13.5 and 13.6) and by its acceptance of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreementassignment herein, such Lender shall cease each Assignee agrees to be a party heretobound by the provisions of this Agreement (including without limitation Section 6.4).

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 3,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee (provided that the Administrative Agent may waive such fee). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofthereof (unless the Administrative Agent agrees otherwise), (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any In addition to the assignments permitted in Section 11.3(a), each Lender may may, with the prior written consent of the Administrative Agent which shall not be unreasonably withheld, assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing hereunder pursuant to it, the Notes held by it, and the participation interest an assignment agreement substantially in the Letter form of Credit Obligations held by it)Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any such assignment shall be in a minimum aggregate amount of $10,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (ii) each such assignment shall be of a constant, and not a varying, percentage of such all of the assigning Lender’s 's rights and obligations assigned under this Agreement and the Commitment being assigned. Any assignment hereunder shall be an equal percentage with respect to both its obligations owing in respect effective upon satisfaction of the Commitments conditions set forth above and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay delivery to the Administrative Agent (other than assignments by an Agent) of a duly executed assignment agreement together with a transfer fee of $3,500 administrative feepayable to the Administrative Agent for its own account, provided that such transfer fee shall not apply to assignments occurring during the initial syndication of the Commitments, as determined by the Agents. Upon the effectiveness of any such executionassignment, deliverythe assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, acceptance and recordingto the extent of such assignment, from and after the effective date specified in each Assignment and Acceptance, which effective date assigning Lender shall be at least three Business Days after relieved of its obligations hereunder to the execution extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), (A) the assigning Lender thereunder and the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from any Credit Party of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agents by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Each Lender may assign from time to one or more Eligible Assignees all or any portion time assign, subject to the terms of an Assignment and Acceptance Agreement, its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from delegate its obligations under this Agreement to another Person, provided that (andi) other than any assignment to by a Lender to an Affiliate of such Lender or a Related Fund in accordance with subsection 8.1(E) or to one or more other Lenders, such Lender shall first obtain the written consent of Administrative Agent, which consent shall not be unreasonably withheld; (ii) the Pro Rata Share of the Term Loans being assigned shall in no event be less than the lesser of (a) $1,000,000 and (b) the entire amount of the Pro Rata Share of the Term Loans of the assigning Lender; and (iii) upon the consummation of each such assignment (other than any assignment to by a Lender to an Affiliate of such Lender or a Related Fund in accordance with subsection 8.1(E) or to one or more other Lenders), the assigning Lender shall pay Administrative Agent an administrative fee of $3,500. The administrative fee referred to in clause (iii) of the preceding sentence shall not apply to an assignment described in paragraph (E) below. In the case of an Assignment and Acceptance covering all or assignment authorized under this subsection 8.1, the remaining portion assignee shall have, to the extent of such Lender’s rights assignment, the same rights, benefits and obligations under this Agreement, such as it would if it were an initial Lender hereunder. The assigning Lender shall cease be relieved of its obligations hereunder with respect to its Pro Rata Share of the Term Loans or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a party hereto)Lender hereunder.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an assignment of all of a Lender’s rights and obligations under this Credit Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11 .3(b), together with the Notes subject to such assignment, and (v) each Eligible Assignee a processing fee (other than the Eligible Assignee of the Administrative Agent or in connection with any assignment to an Affiliate of a such Lender) shall pay to from the Administrative Agent a assignor of $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender represents and warrants that it is legally authorized to enter into such assignment agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. (a) Any Lender may (an "Assignor") may, in accordance with applicable law, at any time and from time to time assign to one any Person (an "Assignee"), with the consent of the Administrative Agent (which consent shall not be required in the case of any assignment to a Lender, an Affiliate of a Lender or more Eligible Assignees an Approved Fund of any Lender), all or any portion part of its rights and obligations under this Agreement (includingpursuant to a Lender Assignment Agreement, without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing such Assignor and any other Person whose consent is required pursuant to it, the Notes held by itthis paragraph, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, ; provided that no such assignment to an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than any Lender or any Affiliate or Approved Fund thereof) shall be in an aggregate principal amount of less than $1,000,000 (other than in the Eligible Assignee case of an assignment of all of a Lender's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of a single Lender as one assignment), unless otherwise agreed by the Borrower and the Administrative Agent or and; provided, further, that after giving effect to any such assignment the assigning Lender shall have Loans remaining of at least $1,000,000 in the aggregate amount (other than in the case of an Affiliate assignment of all of a Lender) shall pay 's interests under this Agreement and treating simultaneous assignments to the Administrative Agent and from Approved Funds of a $3,500 administrative feesingle Lender as one assignment). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Lender Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAgreement, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Lender Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder with Loans as set forth therein, and (By) such Lender the Assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Lender Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance Agreement covering all or the remaining portion of such Lender’s an Assignor's rights and obligations under this Agreement, such Lender Assignor shall cease to be a party hereto). Any assignment or sale that does not comply with this clause (a) 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 10.11.2. (b) The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to on Schedule 1.1

Assignments. Any At any time, each Lender may assign pursuant to one or more Eligible Assignees an Assignment Agreement substantially in the form of Exhibit E-2 hereto (each, an "Assignment Agreement") all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned hereunder pursuant to each such assignment this clause (determined as of the date of the Assignment and Acceptance with respect b)(A) to such assignment(x) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, one or more Lenders and/or their affiliates or (iiiy) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee consent of the Administrative Agent and so long as no Event of Default then exists with the consent of the Borrower (which consent shall not be unreasonably withheld), one or an Affiliate more other Eligible Transferees, provided that any such assignment pursuant to clause (y) above shall be in the aggregate amount of a at least $5,000,000, except to the extent that after giving effect to such assignment such Lender's Commitment is reduced to zero. Any assignment to another Lender pursuant to this clause (b)(A) shall pay will become effective upon the payment to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after by (I) either the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) assigning or the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and or (BII) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment assignment pursuant to Section 1.15, the Replacement Lender, of a nonrefundable assignment fee of $3,500 and Acceptance covering all the recording by the Administrative Agent of such assignment, and the resultant effects thereof on the Commitments (and the Short-Term Commitments and Long-Term Commitments, if any) of the assigning Lender and the assignee Lender, in the Register, the Administrative Agent hereby agreeing to effect such recordation no later than five Business Days after its receipt of a written notification by the assigning Lender and the assignee Lender of the proposed assignment, provided that the Administrative Agent shall not be required to (but may if it so elects) so record any assignment in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Lenders for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 12.12 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Lenders. Assignments pursuant to this clause (b)(A) to any Person not theretofore a Lender hereunder will only be effective if the Administrative Agent shall have received a written notice in the form of Exhibit E-1 hereto from the assigning Lender and the assignee Lender and payment of a nonrefundable assignment fee of $3,500 to the Administrative Agent by (I) either the assigning or the remaining assignee Lender or (II) in the case of an assignment pursuant to Section 1.15, the Replacement Lender. No later than five Business Days after its receipt of such written notice, the Administrative Agent will record such assignment, and the resultant effects thereof on the Commitment (and the Short-Term Commitment and Long-Term Commitment, if any) of the assigning Lender, in the Register, at which time such assignment shall become effective, provided that the Administrative Agent shall not be required to (but may if it so elects) record any assignment in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Lenders for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 12.12 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Lenders. Upon the effectiveness of any assignment pursuant to this clause (b)(A), (x) the assignee will become a "Lender" for all purposes of this Agreement and the other Credit Documents with a Commitment (and a Short-Term Commitment and Long-Term Commitment, if applicable) as so recorded by the Administrative Agent in the Register, and to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder with respect to the portion of its Commitment (and Short-Term Commitment and Long-Term Commitment, if applicable) being assigned, (y) Annex I shall be deemed to be amended to reflect the Commitment (and Short-Term Commitment and Long-Term Commitment) of the respective assignee and of the other Lenders and (z) the Borrower shall issue new Notes (in exchange for the Note of the assigning Lender) to the assigning Lender (to the extent such Lender’s rights 's Commitment is not reduced to zero as a result of such assignment) and obligations under to the assignee Lender, in each case to the extent requested by the assigning Lender or assignee Lender, as the case may be, in conformity with the requirements of Section 1.06 to the extent needed to reflect the revised Commitments of such Lenders. The Administrative Agent will (x) notify each Letter of Credit Issuer within 5 Business Days of the effectiveness of any assignment hereunder and (y) prepare on the last Business Day of each calendar quarter during which an assignment has become effective pursuant to this Agreement, clause (b)(A) a new Annex I giving effect to all such Lender shall cease assignments effected during such quarter and will promptly provide same to be a party hereto)the Borrower and each of the Lenders.

Assignments. Any Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the Company and Linde and their respective successors and permitted assigns. This Agreement shall not be assignable by any of the parties hereto without the prior written consent of the other parties; provided, that Linde (i) may assign to one or more Eligible Assignees all or any portion of its rights and obligations duties under this Agreement to any other Linde Entity at any time, (includingii) at any time prior to the consummation of an Initial Public Offering, without limitationmay assign its rights and duties under this Agreement to any Person who acquires shares of Common Stock from any of the Linde Entities and (iii) at any time following the consummation of an Initial Public Offering, all may assign its rights and duties under this Agreement to a Person who acquires, in a transaction other than a Public Offering or a portion sale pursuant to Rule 144, at least fifty percent (50%) of its Commitmentsthe aggregate number of shares of Common Stock owned, directly or indirectly, by the Advances owing Linde Entities as of immediately prior to it, the Notes held by it, and the participation interest consummation of such transaction (any Person described in the Letter of Credit Obligations held by itforegoing clauses (i) through (iii), an “Assignee”); provided, howeverfurther, that (i) each no such assignment shall be binding upon or obligate the Company to any such Assignee unless and until such Assignee delivers to the Company (a) a written notice stating the name and address of such Assignee and identifying the shares of Common Stock owned by such Assignee and (b) a constantwritten instrument by which such Assignee agrees to be bound by the provisions of this Agreement applicable to the Linde Entities to the same extent as if such Assignee were a party hereto. Upon any assignment in accordance with this Section 3.10, the Assignee shall succeed to, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignmentsubstituted for, and (v) each Eligible Assignee (other than may exercise every right and power of, the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations assigning Linde Entity under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may assign As used in this Article 9, "assign" refers to one or more Eligible Assignees all or any portion both the assignment of its benefits, rights and interests and to the transfer of duties, obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by itand liabilities, and the participation interest in the Letter of Credit Obligations held by it); provided"assignment", however, that (i) each such assignment "assignee" and "as- xxxxxx" shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect construed accordingly. Subject to both its obligations owing the provisions in respect Section 9.2 each of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) Parties hereto shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shallright at any time to assign in whole or part its benefits, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights duties and obligations under this Agreement, pro- vided, however that: (a) no Party may assign any right, title, interest, benefit, duty or obligation in or under the Licence or this Agreement separately, it being the intent hereof that any such Lender as- signment in or under the Licence must carry with it the equivalent right, title, inter- est, benefit, duty and obligation in and under this Agreement, and vice versa and so that, for the avoidance of doubt, any assignment of all or part of the Party’s Percent- age Interest shall cease include such Party’s corresponding interest in any Sole Risk project and (if applicable) Sub-Area, and vice versa; (b) any assignee must be of technical and financial standing sufficient to perform the du- ties and obligations hereunder to the extent of the interest and property assigned; (c) any assignment shall be subject to the terms and provisions of this Agreement and the assignee shall assume and agree to perform or pay the assignor's duties, obliga- tions and liabilities hereunder to the extent of the interest assigned and whether such duties, obligations and liabilities are incurred prior to or after the effective date of such assignment; (d) no Party may assign its right, title, benefits, interests, duties or obligations or any part thereof without the prior written consent of the other Parties to such assign- ment and all terms and conditions pertinent thereto provided, however, that such consent will not be unreasonably withheld if the assignee is a party heretocompany or a corpora- tion which on request can demonstrate that it has adequate technical and financial resources to meet its obligations hereunder including abandonment obligations and the provisions of any necessary security for the fulfilment of the obligations under the Licence in substitution (whether in whole or in part) for the security provided by the assignor and the other provisions and conditions hereunder have been satisfied and met and provided further that a Party who fails to notify the assigning Party that it is withholding its consent on the aforesaid grounds within thirty (30) days of being notified by the assigning Party of the proposal to assign and the identity of the pro- posed assignee and the other provisions and conditions of this Article having been satisfied and met shall be deemed to have given its consent; (e) no such assignment shall be binding on any of the non-assigning Parties hereto until the day on which the assignor furnished to each of the non-assigning Parties a certi- fied copy of the final assignment agreement(s) and any other documents inclusive of all terms and conditions pertinent to such assignment such documents to include a written instrument (in form and content to the reasonable satisfaction of the Parties and duly executed by the assignee) accepting and assuming all of the obligations un- der this Agreement insofar as the interest assigned is concerned; (f) no Party may assign any right, title, interest, benefit, duty, obligation or liability in or under the Licence or this Agreement without obtaining the written consent of the Danish Energy Agency to such assignment; (g) any Party assigning all or part of its interest in or under this Agreement or the Licence shall remain liable to the other Parties for all obligations attaching to the interest as- signed which are incurred prior to the effective date of such assignment, and such obligations shall in addition become the obligations of the assignee; (h) all costs and expenses pertaining to any assignment shall be the responsibility of the assignor; (i) notwithstanding the provisions in Sections 9.1 (a)-(h), Nordsøfonden always shall be entitled to assign, in whole or in part, its rights in and under this Agreement and the Licence to the State, to a company owned by the State, or to a Subsidiary of any such company. The State or the company to which such rights and obligations are trans- ferred shall similarly be entitled to assign its rights and obligations in whole or in part to the State, to a company owned by the State, or to a Subsidiary of any such com- pany. Upon an assignment pursuant to this Section 9.1 (i) the assignee shall assume the corresponding obligations which, as of the time of the assignment, were the re- sponsibility of the assignor in its capacity as a Party; and (j) a Party may not include a clause in the assignment agreement to the effect that the agreement shall be terminated if the preferred right and option to purchase accord- ing to Section 9.2 is exercised.

Assignments. Any Lender Each Bank may assign to one or more Eligible Assignees financial institutions (as “Assignee”) all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, L/C Obligations and the participation interest in the Letter of Credit Obligations held by itLoans); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lenderthe assigning Bank’s rights and obligations assigned under this Agreement being assigned, and any assignment of such Bank’s Commitment and Committed Loans shall be an equal cover the same percentage with respect to both its obligations owing in respect of the Commitments such Bank’s Commitment and the related Advances and Letters of CreditCommitted Loans, (ii) unless Agent, Borrower and the L/C Issuer otherwise consent, the amount of the Commitments and Advances Commitment (such amount to be determined without reduction for utilization) of such Lender the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall be, if to an entity other than a Lender, not be less than One Million Dollars ($5,000,000 and 1,000,000) or shall be an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and, unless such assigning Bank is assigning its entire Commitment, shall not reduce the amount of the Commitment retained by such Bank to less than Five Million Dollars ($5,000,000), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with the Notes subject to such assignmenta processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), and (viv) each Eligible Assignee such assignment shall require the consent (other than which consent shall not be unreasonably withheld or delayed) of Borrower (unless an Event of Default shall have occurred and be continuing), Agent and the Eligible Assignee L/C Issuer; provided, however, that the consent of the Administrative Agent or an Affiliate of L/C Issuer shall not be required for any assignments by a Lender) shall pay Bank to the Administrative Agent a $3,500 administrative feeany other Bank. Upon such execution, delivery, approval, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAssumption, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes as a Bank and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender Bank hereunder and under the other Credit Documents and (By) such Lender the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement and under the other Credit Documents (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such Lenderan assigning Bank’s rights and obligations under this AgreementAgreement and under the other Credit Documents, such Lender Bank shall cease to be a party hereto, but shall remain entitled to the benefit of all of Borrower’s indemnities hereunder with respect to the period preceding such assignment).

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 10,000,000 (or, if less, the amount of its remaining Commitments and Advances in connection with an assignment of all such remaining Commitments and Advances) and, with respect to amounts equal to $10,000,000 or greater, shall be an integral multiple of $1,000,000 in excess thereof, (iii) the amount of the Commitments and Advances held by an assignee, after giving effect to all such assignments to such assignee, shall not be less than $10,000,000, (iv) each such assignment shall be to an Eligible Assignee, (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with the Notes subject to such assignment, and (vvi) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 5,000 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender Each Bank may at any time assign and delegate to one or more Eligible Assignees (each, an "Assignee") with the written consent of the Company, which consent shall not be unreasonably withheld (provided that no written consent of the Company shall be required (a) after the occurrence and during the continuance of an Event of Default or (b) in connection with any assignment and delegation to an Affiliate of such Bank), all or any portion of its the Loans, the Commitment and the other rights and obligations of such Bank hereunder and under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)other Loan Documents; provided, however, that any Bank that is or becomes a party to this Agreement from time to time shall at all times retain an interest in the Loans, the Commitment and the other rights and obligations of a Bank hereunder in an amount that bears the same proportion to the interests of all Banks hereunder as such Bank retains in the loans, commitments and other rights and obligations of a bank under the Secured Loan Agreement; provided further, however, that the Company may continue to deal solely and directly with the assignor Bank in connection with the interest so assigned to an Assignee until (i) each such assignment shall be of a constant, and not a varying, percentage written notice of such Lender’s rights and obligations assigned under this Agreement and assignment, substantially in the form of Schedule 1 to the attached Exhibit F, shall be an equal percentage with respect have been given to both its obligations owing in respect of the Commitments Company and the related Advances Administrative Agent by such Bank and Letters of Creditthe Assignee, (ii) the amount of the Commitments such Bank and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) its Assignee shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver have delivered to the Administrative Agent, for its acceptance Agent and recording in the Register, Company an Assignment and Acceptance, Assumption Agreement substantially in the form of the attached Exhibit F ("Assignment and Assumption Agreement") (together with the Notes any Note(s) subject to such assignment), and (viii) each Eligible the Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay have paid to the Administrative Agent a processing fee in the amount of $3,500 administrative fee2,500. Upon such execution, delivery, acceptance and recording, from and after In the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after event that the execution thereof, (A) Company elects to permanently reduce the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it Maximum Commitment Amount pursuant to such Assignment Section 2.6, the minimum required hold amounts and Acceptancethe minimum amount of any assignment of a Bank's interest in the Loans, have the Commitment and the other rights and obligations of a Lender such Bank hereunder and (B) such Lender thereunder shall, to under the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and other Loan Documents shall be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)reduced pro rata.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Credit Agreement, any such partial assignment shall be in an amount at least equal to $3,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3(b), together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee5,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof; it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender may (a) Subject to and in accordance with Section 10.1, any Lessor Party may, in the ordinary course of its business and in accordance with Applicable Law and at its own cost and expense, at any time and from time to time assign to one or more any Eligible Assignees Assignee (each, a “Purchasing Lessor Party”), all or any portion part of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest other Operative Agreements pursuant to an assignment and acceptance, in form and substance reasonably acceptable to the Letter of Credit Obligations held Agent, executed by it); providedsuch Purchasing Lessor Party, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments assigning Lessor Party and the related Advances Agent and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register; provided, that no such assignment to a Purchasing Lessor Party (other than any Lessor Party or any affiliate thereof) shall be in an Assignment aggregate advance amount less than $2,000,000 (other than in the case of an assignment of all of a Lessor Party’s interests under the Operative Agreements); provided, further, to the extent no Default or Event of Default shall have occurred and Acceptancebe continuing, together with the Notes any such assignment (other than to a Lessor Party or its Affiliates) shall be subject to the consent (not to be unreasonably withheld or delayed) by the Lessee; provided, further, upon the occurrence and during the continuance of any Event of Default, (i) any Lessor Party may assign to any Person (regardless of whether such assignmentPerson is an Eligible Assignee; provided that, in no event, shall any assignment be made to any competitor of any Credit Party even if an Event of Default has occurred) all or any part of such Lessor Party’s rights and obligations under the Operative Agreements pursuant to an assignment and acceptance, in form and substance reasonably satisfactory to the Agent, and (vii) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) there shall pay to the Administrative Agent a $3,500 administrative feebe no minimum aggregate advance amount required for any such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment determined pursuant to such assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofacceptance, (Ax) the assignee Purchasing Lessor Party thereunder shall be a party hereto for all purposes and, to the extent that rights provided in such assignment and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceacceptance, have the rights and obligations of a Lender Lessor Party hereunder with a Lessor Parties Interest as set forth therein, and (By) such Lender the assigning Lessor Party thereunder shall, to the extent that rights provided in such assignment and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptanceacceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment assignment and Acceptance acceptance covering all or of the remaining portion of such Lenderan assigning Lessor Party’s rights and obligations under this Agreementthe Operative Agreements, such Lender assigning Lessor Party shall cease to be a party hereto). (b) Upon its receipt of an assignment and acceptance, in form and substance reasonably satisfactory to the Agent, executed by an assigning Lessor Party, a Purchasing Lessor Party and the Agent together with payment to the Agent of a registration and processing fee of $3,500 (which, subject to Section 5A.7(b), shall not be payable by the Construction Agent or the Lessee), the Agent shall (i) promptly accept such assignment and acceptance and (ii) promptly after the effective date determined pursuant thereto, record the information contained therein in the Register and give notice of such acceptance and recordation to the Lessee and the Lessor Parties. (c) Each Purchasing Lessor Party, by executing and delivering an assignment and acceptance, (i) agrees to execute and deliver to the Agent, as promptly as practicable, the documentation described in Section 11.2(e), as applicable; (ii) represents and warrants to the Lessee and the Agent that the form so delivered is true and accurate and that, as of the effective date of the assignment and acceptance, each of such Purchasing Lessor Party’s lending offices is entitled to receive payments of advance amount and Lessor Yield under or in respect of this Agreement without withholding or deduction for or on account of any U.S. Taxes; (iii) agrees to update the forms delivered pursuant to clause (i) if such forms expire or become obsolete or inaccurate unless an event has occurred which renders the relevant form inapplicable (it being understood that if the applicable form is not so delivered, payments under or in respect of the Operative Agreements may be subject to withholding and deduction and such Purchasing Lessor Party may not have any rights to indemnity for such withholding and deduction under Section 11.2(e) as provided therein); (iv) agrees to promptly notify the Lessee and the Agent in writing if it ceases to be entitled to receive payments of advance amount and Lessor Yield under or in respect of the Operative Agreements without withholding or deduction for or on account of any U.S. Taxes (it being understood that payments under or in respect of the Operative Agreements may be subject to withholding and deduction in such event); (v) acknowledges that in the event it ceases to be exempt from withholding and/or deduction of U.S. Taxes, the Agent may withhold and/or deduct the applicable amount from any payments to which such assignee Lessor Party would otherwise be entitled, without any liability to such assignee Lessor Party therefor; and (vi) agrees to indemnify the Lessee and the Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs or expenses that result from such assignee Lessor Party’s breach of any such representation, warranty or agreement; provided, however, that the foregoing provisions of this Section 10.5 shall not apply to any Purchasing Lessor Party to the extent it is not legally eligible to provide such forms and is entitled to indemnification from U.S. withholding taxes under Section 11.2(e) under the circumstances described in clause (a) of Section 11.2(e)(i). (d) Any Lessor Party party to this Agreement may, from time to time and without the consent of the Lessee or any other Person, pledge or assign for security purposes any portion of its Lessor Parties Interest or any other interests in the Operative Agreements to any Federal Reserve Bank. (e) In connection with any assignment of rights and obligations under the Operative Agreements of any Defaulting Lessor Party, 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 Lessee and the Agent, the applicable Pro Rata Share of Lessor Advances previously requested but not funded by the Defaulting Lessor Party, 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 Lessor Party to the Agent or any Lessor Party under any Operative Agreement (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full Pro Rata Share of all Lessor Advances in accordance with the percentage corresponding to the applicable Lessor Parties Commitment of the assignor. Notwithstanding the foregoing, in the event that any assignment of rights and obligations under the Operative Agreements of any Defaulting Lessor Party 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 Lessor Party for all purposes of the Operative Agreements until such compliance occurs. No assignment by a Defaulting Lessor Party will constitute a waiver or release of any claim of any party hereunder arising from that Lessor Party’s having been a Defaulting Lessor Party. Any assignment or transfer by a Lessor Party of rights or obligations under the Operative Agreements that does not comply with this subsection shall be treated for purposes of the Operative Agreements as a sale by such Lessor Party of a participation in such rights and obligations in accordance with this Agreement.

Assignments. Any Each Lender may may, in the ordinary course of its business and in accordance with applicable law, assign to one or more Eligible Assignees all or any portion part of its rights and obligations under this Agreement the Financing Agreements (including, without limitation, all or a portion any part of its CommitmentsCommitment, the Advances Revolving Loan owing to it, the Notes held by it, it and the participation interest in the Letter of Credit Obligations Revolving Note held by it); provided, however, PROVIDED that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment shall be assignment, was a Lender or an affiliate of a constant, and not Lender or an assignment of all of a varying, percentage of such Lender’s 's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such any assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 and shall be in an integral multiple of $1,000,000 if in excess thereof, (iiiii) each such assignment shall be to an Eligible Assignee, (iii) the written consent of the Agent shall be required prior to an assignment becoming effective with respect to an assignee that is not, immediately prior to such assignment, a Lender or an affiliate thereof and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeits Revolving Note. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Credit Agreement, any such partial assignment shall be in an amount at least equal to $10,000,000 (ivor, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3(b), together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights (except those rights hereunder which by their terms expressly survive) and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Agent and the Borrowers shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrowers and the Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assigning Lender and such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)Notes; provided, however, that (i) each no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of a constantat least $10,000,000, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, effected by means of an Assignment and Acceptance, together with the Notes subject Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee transferor Lender of the Administrative Agent or an Affiliate of a Lender) shall pay amount equal to the Administrative Agent a $3,500 administrative fee. Upon purchase price agreed between such executiontransferor Lender and such Assignee, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date such Assignee shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall deemed to be a Lender party hereto for to this Agreement and shall have all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shallwith a Revolving Commitment and/or Term Loans, to as the extent that rights and obligations hereunder have been assigned by it pursuant to case may be, as set forth in such Assignment and AcceptanceAssumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations under this Agreement (andhereunder to a corresponding extent, in the case of an Assignment and Acceptance covering all no further consent or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender action by any party shall cease to be a party hereto).be

Assignments. Any Lender Each Bank may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that (i) that: each such assignment shall be to an Eligible Assignee; except in the case of an assignment to another Bank or an Affiliate of such Bank or an assignment of all of a constant, and not a varying, percentage of such Lender’s Bank's rights and obligations assigned under this Agreement and Agreement, any such partial assignment shall be in an amount at least equal percentage with respect to both its obligations owing in respect of $5,000,000 (or, if less, the Commitments and the related Advances and Letters of Credit, (ii) the remaining amount of the Commitments and Advances of such Lender Commitment being assigned pursuant to each by such assignment (determined as of the date of the Assignment Bank) and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) ; each such assignment by a Bank shall be to an Eligible Assigneeof a constant, (iv) and not varying, percentage of all of its rights and obligations under this Agreement and the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in a processing fee from the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such assignment, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender Bank hereunder and (B) such Lender thereunder the assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this section 9.11(a), the assignor, the Agent and the Company shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. Participations. Each Bank may sell participations to one or more Persons in all or a portion of its rights, obligations or rights and obligations under this Agreement (and, in the case of an Assignment and Acceptance covering including all or the remaining a portion of its Commitment, its Notes and its Loans); provided, however, that (i) such Lender’s Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article II, inclusive, and the right of set-off contained in section 2.20, and (iv) the Company shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, and such Lender Bank shall cease retain the sole right to be a party heretoenforce the obligations of the Company relating to its Loans and its Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes, or extending its Commitment).

Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with Section 11.03(b), (ii) by way of participation in accordance with Section 11.03(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.03(f), or (iv) to an SPV in accordance with the provisions of Section 11.03(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in this Section 11.03 and, to the extent expressly contemplated hereby, the Related Parties of each Agent and Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time after the date hereof assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Advances Loans at the time owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, provided that (i) 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 or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the Commitment (which for this purpose includes the 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 Lender Assignment Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date, shall not be less than three million Dollars ($3,000,000) and in integral multiples of one million Dollars ($1,000,000) in excess thereof, unless the Administrative Agent otherwise consents in writing; (ii) each partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of such all the assigning Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and Loan or the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, Commitment assigned; (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment (other than Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Agent a Lender Assignment and AcceptanceAgreement, together with a processing and recordation fee of two thousand five hundred Dollars ($2,500); provided that (A) no such fee shall be payable in the Notes subject case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Approved Funds managed by the same investment advisor (which Approved Funds are not then Lenders hereunder), only a single such two thousand five hundred Dollar ($2,500) fee shall be payable for all such contemporaneous assignments and (iv) the Eligible Assignee, if it is not a Lender prior to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay deliver to the Administrative Agent a $3,500 an administrative feequestionnaire. Upon such execution, delivery, Subject to acceptance and recordingrecording thereof by the Administrative Agent pursuant to Section 11.03(c), from on and after the effective date specified in each Lender Assignment and AcceptanceAgreement, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Lender Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder under this Agreement, and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Lender Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance Agreement covering all or of the remaining portion of such assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Section 4.01 (Eurodollar Rate Lending Unlawful), Section 4.03 (Increased Eurodollar Loan Costs), Section 4.05 (Funding Losses), Section 11.06 (Costs and Expenses) and Section 11.08 (Indemnification by the Borrower) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.03(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 11.03(d). (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s office a copy of each Lender Assignment Agreement 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 the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Agents and the Lenders may 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 at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Financing Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or any Agent, sell participations to any Person (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 (Amendments, Etc.) that directly affects such Participant. Subject to Section 11.03(e), the Borrower agrees that each Participant shall be entitled to the benefits of Section 4.01 (Eurodollar Rate Lending Unlawful), Section 4.03 (Increased Eurodollar Loan Costs) and Section 4.05 (Funding

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s 's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 10,000,000.00 (or, if less, the amount of its remaining Commitments and Advances in connection with an assignment of all such remaining Commitments and Advances) and, with respect to amounts equal to $10,000,000.00 or greater, shall be an integral multiple of $1,000,000 1,000,000.00 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may Each Bank shall have the right, subject to the further provisions of this SECTIONS 12.3, to sell or assign to one or more Eligible Assignees all or any portion part of its Commitments, Loans, Letter of Credit Obligations, Notes, and other rights and obligations under this Agreement and the other Loan Documents (includingsuch transfer, without limitationan "Assignment") to any commercial lender, all other financial institution or a other entity (an "Assignee"). Upon such Assignment becoming effective as provided in SECTION 12.3(b), the assigning Bank shall be relieved from the portion of its CommitmentsCommitment, the Advances owing to itits Swing Line Participation Amount, the Notes held by it, and the participation interest in the its Letter of Credit Obligations held Participation Amount, its obligations to indemnify the Agent and its other obligations hereunder to the extent assumed and undertaken by it); providedthe Assignee, howeverand to such extent the Assignee shall have assumed such portion of the assigning Bank's Commitment, that its Swing Line Participation Amount, its Letter of Credit Participation Amount and such other obligations hereunder and the Assignee shall have the rights of a "Bank" hereunder. Notwithstanding the foregoing, unless otherwise consented to by the Borrower and the Agent, each Assignment shall be in an amount not less than (i) each such assignment shall be the entire amount of a constantthe assigning Bank's Commitment and related rights and obligations, or (ii) $10,000,000 of the assigning Bank's Commitment and not a varying, percentage of such Lender’s related rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credithereunder, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be or an integral multiple of $1,000,000 in excess thereof, (iii) each if above such assignment amount. Each Assignment shall be to documented by an Eligible agreement among the assigning Bank, the Assignee, the Agent, and so long as no Default or Event of Default exists, the Borrower (ivan "Assignment and Assumption Agreement") the parties to each such assignment shall execute in form and deliver substance satisfactory to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Credit Agreement, any such partial assignment shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount at least equal to $3,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3(b), together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee5,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof; it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any (a) Borrower shall not be permitted to assign this Agreement without the prior written consent of the Lender (in the event such assignment is to be to an Affiliate of the Borrower, such consent not to be unreasonably withheld) and any purported assignment in violation of this Section 13.01 shall be null and void. (b) Lender may at any time assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (includinghereunder, without limitationin whole or in part, all or a portion of to an Assignee and Lender may at any time pledge its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if hereunder to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, Assignee. (iiic) each such assignment shall be to an Eligible Assignee, (iv) the The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Borrower an Assignment and Acceptance. Upon the effectiveness of a permitted assignment hereunder, together with the Notes subject to such assignment, and (vi) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of reference in this Agreement to “Lender” shall be deemed to be a Lender) shall pay reference to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance assignor and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after assignee to the execution thereofextent of their respective interests, (Aii) the such assignee thereunder shall be a Lender party hereto for to this Agreement and shall have all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (Biii) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and assignor shall be released from its obligations under this Agreement hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (andd) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the case Loan. (e) Borrower and the Lender shall, from time to time at the request of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a other party hereto), execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including a new Note in exchange for the Note held by the Lender.

Assignments. Any Lender may may, with the prior written consent of the Agent, which consent shall not be required for an assignment by a Lender to one of its Affiliates, at any time assign and delegate to one or more Eligible Assignees commercial banks or other Persons (any Person to whom such an assignment and delegation is to be made being herein called an "Assignee") all or any portion fraction of its rights such Lender's Loans and obligations under this Agreement Commitment (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, which assignment and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment delegation shall be of a constant, and not a varying, percentage of such all the assigning Lender’s rights 's Loans and obligations assigned under this Agreement and shall be an Commitment) in a minimum aggregate amount equal percentage with respect to both its obligations owing in respect the lesser of the Commitments and the related Advances and Letters of Credit, (iii) the amount of the Commitments and Advances assigning Lender's Pro Rata Share of the Revolving Commitment Amount, plus the unpaid amount of such Lender being assigned pursuant Lender's Term Loans and (ii) $5,000,000; provided that (a) no assignment and delegation may be made to each any Person if, at the time of such assignment (determined as of and delegation, the date of the Assignment and Acceptance with respect Borrowers would be obligated to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver pay any greater amount under Section 8.6 or Section 9 to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall Borrowers are then obligated to pay to the Administrative assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrowers will not be required to pay the incremental amounts) and (b) the Borrowers and the Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after entitled to continue to deal solely and directly with such Lender in connection with the execution thereof, (A) interests so assigned and delegated to an Assignee until the assignee thereunder date when all of the following conditions shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).met:

Assignments. Any Lender may Each Bank shall have the right, subject to the further provisions of this Sections 12.3, to sell or assign to one or more Eligible Assignees all or any portion part of its Commitments, Loans, Letter of Credit Obligations, Notes, and other rights and obligations under this Agreement and the other Loan Documents (includingsuch transfer, without limitationan "Assignment") to any commercial lender, all other financial institution or a other entity (an "Assignee"). Upon such Assignment becoming effective as provided in Section 12.3(b), the assigning Bank shall be relieved from the portion of its CommitmentsCommitment, the Advances owing to itits Swing Line Participation Amount, the Notes held by it, and the participation interest in the its Letter of Credit Obligations held Participation Amount, its obligations to indemnify the Agent and its other obligations hereunder to the extent assumed and undertaken by it); providedthe Assignee, howeverand to such extent the Assignee shall have assumed such portion of the assigning Bank's Commitment, that its Swing Line Participation Amount, its Letter of Credit Participation Amount and such other obligations hereunder and the Assignee shall have the rights of a "Bank" hereunder. Notwithstanding the foregoing, unless otherwise consented to by the Borrower and the Agent, each Assignment shall be in an amount not less than (i) each such assignment shall be the entire amount of a constantthe assigning Bank's Commitment and related rights and obligations, or (ii) $10,000,000 of the assigning Bank's Commitment and not a varying, percentage of such Lender’s related rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credithereunder, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be or an integral multiple of $1,000,000 in excess thereof, (iii) each if above such assignment amount. Each Assignment shall be to documented by an Eligible agreement among the assigning Bank, the Assignee, the Agent, and so long as no Default or Event of Default exists, the Borrower (ivan "Assignment and Assumption Agreement") the parties to each such assignment shall execute in form and deliver substance satisfactory to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except (A) in the case of an assignment to another Lender, (B) in the case of an assignment of all of a Lender's rights and obligations under this Credit Agreement, or (C) with the consent of the Administrative Agent and the Borrower, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment of such assigning Lender) or an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3(b), together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 3.13. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter Letters of Credit Obligations held owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount assignments of the Revolving Credit Commitments and Advances shall be made in minimum amounts of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an made in integral multiple multiples of $1,000,000 and the assigning Bank, if it retains any Revolving Credit Commitments, shall maintain at least $5,000,000 in excess thereofRevolving Credit Commitments, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees ----------- all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Loans, its Notes and its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, -------- however, that ------- (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) each such assignment shall be in an amount at least equal to $5,000,000, except in the case of an assignment to another Lender or any Affiliate of a Lender or an assignment of all of a Lender's rights and obligations under this Agreement; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations in respect of its Commitments under this Agreement and the other Credit Documents; and (iv) the parties to each assignor and the assignee under such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with the any Notes subject to such assignmentassignment and a processing fee of $3,500. Upon the later of (A) the execution, delivery and acceptance of such Assignment and Acceptance and (vB) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the obligations, rights and obligations benefits of a Lender hereunder under this Agreement and (B) such the other Credit Documents and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andand the other Credit Documents. Upon the consummation of any assignment pursuant to this Section 10.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new promissory notes reflecting such assignment are issued to the assignor and the assignee in the case amount of an Assignment their respective interests and Acceptance covering all in substantially the form of the original Notes (but with notation thereon that such new Notes are given in substitution for and replacement of the original Notes or any replacements thereof). If the remaining portion assignee is not incorporated under the laws of such Lender’s rights the United States of America or a state thereof, it shall deliver to the Borrower and obligations under this Agreement, such Lender shall cease the Agent certification as to be a party hereto)exemption from deduction or withholding of Taxes in accordance with Section 3.10.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, howeverhowever , that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other ----------- entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such -------- ------- assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments such Bank's Commitment and the related Advances and Letters of Creditsuch Bank's Advances, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the Agents shall consent to such assignment, which consent shall not be unreasonably withheld or delayed, and (vvi) each Eligible Assignee (other than the Eligible Assignee of the Administrative either Agent or an Eligible Assignee which is an Affiliate of a Lenderthe assigning Bank) shall pay to the Administrative Agent a $3,500 2,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor the Borrowers’ Agent may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) subject to Section 11.03(i), to an Eligible Assignee in accordance with Section 11.03(b), (ii) subject to Section 11.03(i), by way of participation in accordance with Section 11.03(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.03(f), or (iv) to an SPV in accordance with the provisions of Section 11.03(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in this Section 11.03, any Person to the extent provided by Section 11.04 and, to the extent expressly contemplated hereby, the Related Parties of each Agent and Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time after the Closing Date assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Advances Loans at the time owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, provided that (i) 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 or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the Commitment (which for this purpose includes the 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 Lender Assignment Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date, shall not be less than one million Dollars ($1,000,000) and in integral multiples of one million Dollars ($1,000,000) in excess thereof, unless the Administrative Agent otherwise consents in writing; (ii) each partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of such all the assigning Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and Loan or the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, Commitment assigned; (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Agent a Lender Assignment and AcceptanceAgreement, together with a processing and recordation fee of three thousand five hundred Dollars ($3,500); provided that (A) no such fee shall be payable in the Notes subject case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such three thousand five hundred Dollars ($3,500) fee shall be payable for all such contemporaneous assignments; (iv) the Eligible Assignee, if it is not a Lender prior to such assignment, shall deliver to the Administrative Agent an administrative questionnaire and (v) each Eligible Assignee (other than the Eligible Assignee assignor shall provide notice of such assignment to the Borrowers’ Agent. Subject to acceptance and recording thereof by the Administrative Agent or an Affiliate of a Lender) shall pay pursuant to the Administrative Agent a $3,500 administrative fee. Upon such executionSection 11.03(c), delivery, acceptance and recording, from on and after the effective date specified in each Lender Assignment and AcceptanceAgreement, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Lender Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder under this Agreement, and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Lender Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance Agreement covering all or of the remaining portion of such assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs), 4.05 (Funding Losses), 11.07 (Costs and Expenses) and 11.09 (Indemnification by the Borrowers) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.03(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 11.03(d). (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office a copy of each Lender Assignment Agreement 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 the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agents and the Lenders may 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 Borrowers at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Financing Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. (d) Any Lender may at any time, without the consent of, or notice to, the Borrowers, the Borrowers’ Agent or any Agent, sell participations to any Person (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Borrowers’ Agent, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Loan Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except (A) in the case of an assignment to another Lender or to an Affiliate of a Lender, (B) in the case of an assignment of all of a Lender's rights and obligations under this Credit Agreement, or (C) with the consent of the Administrative Agent and the Borrower (such consent (i) of the Administrative Agent and the Borrower not to be unreasonably withheld or delayed and (ii) of the Borrower not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Loan Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Loan Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any A Lender may assign to one or more an Eligible Assignees all or Assignee any portion of its rights and obligations under this Agreement (includingthe Loan Documents, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that as long as (i) each such assignment shall be is of a constant, and not a varying, percentage of such the transferor Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing the Loan Documents and, in respect the case of the Commitments and the related Advances and Letters of Credita partial assignment, (ii) the is in a minimum principal amount of $10,000,000 (unless otherwise agreed by the Commitments Agent in its discretion) and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple multiples of $1,000,000 in excess thereofof that amount; (ii) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $15,000,000 (unless otherwise agreed by the Agent in its discretion); and (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, ”) together with the Notes any note or notes subject to such assignment. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (1) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (2) counterparties to swap agreements relating to any Loans; provided, however, that any payment by the Obligated Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy the Obligated Parties’ obligations hereunder to the extent of such payment, and (v) each Eligible Assignee (other than no such assignment shall release the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay assigning Lender from its obligations hereunder. Upon delivery to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after of an assignment notice in the effective date specified in each form attached to the Assignment and Acceptance, which and a processing fee of $3,500 (unless otherwise agreed by the Agent in its discretion), the assignment shall become effective date as specified in the notice, if it complies with this Section 11.2(b). From such effective date, the Eligible Assignee shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes andbe a Lender under the Loan Documents, to the extent that rights and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have the all rights and obligations of a Lender hereunder thereunder and (B) such the assignor Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, and in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to itits Notes, the Notes held by it, its Commitments and the participation interest any Participation Interest in the Letter Letters of Credit Obligations and Swingline Loans held by it); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender, an Affiliate of an existing Lender or any Approved Fund the aggregate amount of the Revolving Commitment of the assigning Lender subject to such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not, without the consent of the Borrower and the Administrative Agent, be less than $5,000,000 and an integral multiple of $1,000,000 (or such lesser amount as shall equal the assigning Lender's entire Revolving Commitment); (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all rights and obligations in respect of a particular Class of Commitments under this Agreement and the other Loan Documents; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance Agent and recording in with respect to the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignment of all or a portion of the Administrative Agent or an Affiliate of a Lender) shall pay Revolving Committed Amount the Issuing Lenders for their consent not to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of unreasonably withheld an Assignment and Acceptance covering all in the form of EXHIBIT C, together with any Note subject to such assignment and a processing fee of $3,500, payable or agreed between the remaining portion assigning Lender and the assignee. Not later than the date any such executed Assignment and Acceptance is delivered to the Administrative Agent, the Administrative Agent shall provide the Borrower with notice of any such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)assignment.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any portion of its rights and delegate its obligations under this Agreement to an Eligible Assignee; PROVIDED, HOWEVER, (including1) such Lender (other than GE Capital) shall first obtain the written consent of Agent and Borrower, without limitationwhich consent in either case shall not be unreasonably withheld (provided that such consent of Borrower shall not be required at any time that an Event of Default exists), all or a portion (2) the amount of its Commitments, the Advances owing to it, the Notes held by it, Commitments and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect Loans of the Commitments and assigning Lender being assigned shall in no event be less than the related Advances and Letters lesser of Credit, (iia) $5,000,000 or (b) the entire amount of the Commitments and Advances Loans of such assigning Lender being assigned pursuant to each such assignment and (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv3) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an a Assignment and Acceptance, Acceptance Agreement together with (i) a processing and recording fee of $3,500 payable by the assigning Lender to Agent and (ii) each of the Notes subject originally delivered to such assignment, and the assigning Lender. The administrative fee referred to in clause (v3) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent preceding sentence shall not apply to an assignment of a security interest in all or an Affiliate any portion of a Lender's rights under this Agreement or the other Loan Documents, as described in PARAGRAPH (D)(1) shall pay to the Administrative Agent a $3,500 administrative feebelow. Upon receipt of all of the foregoing, Agent shall notify Borrower of such execution, delivery, acceptance assignment and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date Borrower shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from comply with its obligations under this Agreement (and, in the last sentence of SUBSECTION 2.1(G). In the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations assignment authorized under this AgreementSUBSECTION 9.5, such Lender the assignee shall cease be considered to be a party hereto)"Lender" hereunder and Obligors hereby acknowledge and agree that any assignment will give rise to a direct obligation of Obligors to the assignee. The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the assigned portion of its Commitment.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender, an Approved Fund of any Lender or an Affiliate of a Lender, or an assignment of all of a Lender’s rights and obligations under this Credit Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3(b), together with a processing fee (other than in connection with any assignment to an Affiliate of such Lender) from the Notes subject to such assignment, and assignor of $3,500; and (v) each Eligible Assignee (other than in the Eligible Assignee case of an assignment to a CLO, the Administrative Agent assigning Lender shall retain the sole right to approve any amendment, modification or an Affiliate waiver of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeany provision of this Credit Agreement. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this subsection (andb), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof; it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this subsection (b), the case assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender represents and warrants that it is legally authorized to enter into such assignment agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Assignment Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and Acceptance covering all assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Revolving Loan Commitment); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Credit Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Revolving Loan Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11 .3(b), together with the Notes subject to such assignment, and (v) each Eligible Assignee a processing fee (other than the Eligible Assignee of the Administrative Agent or in connection with any assignment to an Affiliate of a such Lender) shall pay to from the Administrative Agent a assignor of $3,500 administrative fee3,500. <PAGE> Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender represents and warrants that it is legally authorized to enter into such assignment agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or its Subsidiaries or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender (a) GOF, and any assignee permitted pursuant to this Agreement, may assign to one or more Eligible Assignees Persons all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations Senior Subordinated Note held by it); , provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Borrower an Assignment and Acceptance, together with the Notes any Senior Subordinated Note subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, execution and delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender the assignor hereunder and (By) such Lender thereunder the assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s the assignor's rights and obligations under this Agreement, such Lender the assignor shall cease to be a party hereto).

Assignments. Any (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each of the Senior Lenders and the Administrative Agent (and any attempted assignment or other transfer by the Borrower without such consent shall be null and void), and no Senior Lender may assign or otherwise transfer any of its rights or obligations hereunder except to an assignee in accordance with Section 12.4(b), by way of participation in accordance with Section 12.4(d), or by way of pledge or assignment of a security interest subject to the restrictions of Section 12.4(e) (and any other attempted assignment or transfer by any Party hereto shall be null and void). (i) Subject to Section 12.4(h) and this Section 12.4(b), any Senior Lender may at any time after the Senior Loan Borrowing Date assign to one or more Eligible Assignees Persons all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of including its Commitments, participations in the Advances Senior Loans at the time owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, . (ii) If the assignee is not a Senior Lender prior to such assignment, it shall deliver to the Administrative Agent an administrative questionnaire and all documentation and other information required by bank regulatory authorities under applicable KYC Requirements. (iii) Except in the case of an assignment of the entire remaining amount of the Commitments and Advances of such Lender being assigned pursuant assigning Senior Lender’s Senior Loans, the outstanding Senior Loans subject to each such assignment (determined as of the date of the Lender Assignment and Acceptance Agreement with respect to such assignmentassignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Lender Assignment Agreement, as of such date) shall be, if to an entity other than a Lender, not be less than $5,000,000 100,000 and shall be an in integral multiple multiples of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, 1,000 unless the Borrower otherwise consents. (iv) the The parties to each such assignment shall execute and deliver to the Administrative Agent a Lender Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the Administrative Agent, for its ’s sole discretion). (v) Subject to acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of thereof by the Administrative Agent or an Affiliate of a Lender) shall pay pursuant to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingSection 2.5(b), from and after the effective date specified in each Lender Assignment and AcceptanceAgreement, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Lender Assignment and AcceptanceAgreement, have the rights and obligations of a Senior Lender hereunder under this Agreement, and (B) such the assigning Senior Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Lender Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance Agreement covering all or of the remaining portion of such assigning Senior Lender’s rights and obligations under this Agreement, such Senior Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4.2, Section 8.7 (Costs and Expenses) of the Common Terms Agreement, Section 8.6 (Expenses) of the P1 Security Agreement, and Section 4.7 (Fees; Expenses) of the P1 Accounts Agreement with respect to facts and circumstances occurring prior to the effective date of such assignment. (vi) Upon request, the Borrower (at its expense) shall execute and deliver the applicable Senior Loan Notes to the assignee Senior Lender and/or revised Senior Loan Notes to the assigning Senior Lender reflecting such assignment. (vii) Any assignment or transfer by a Senior Lender of rights or obligations under this Agreement that does not comply with this Section 12.4(b) shall be treated for purposes of this Agreement as a sale by such Senior Lender of a participation in such rights and obligations in accordance with Section 12.4(d). (c) The Administrative Agent shall maintain the Register in accordance with Section 2.5(b) above. (d) Any Senior Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) (each, a “Participant”) in all or a portion of such Senior Lender’s rights or obligations under this Agreement (including all or a portion of its Senior Loan Commitment or the Senior Loans owing to it); provided, that such Senior Lender’s obligations under this Agreement shall remain unchanged, such Senior Lender remains solely responsible to the other parties hereto for the performance of such obligations and such participation shall not give rise to any legal privity between the Borrower and the Participant, and the Borrower, the Administrative Agent, the P1 Collateral Agent, and the other Senior Lenders shall continue to deal solely and directly with such Senior Lender in connection with such Senior Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Senior Lender shall be responsible for the indemnity under Section 12.8 with respect to any payments made by such Senior Lender to its Participant(s). Any agreement or instrument pursuant to which a Senior Lender sells such a participation shall provide that such Senior Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Senior Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the proviso to Section 12.1(b)(i) that directly affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Section 4.2 (subject to the requirements and limitations therein, including the requirements under Section 4.2(g) (it being understood that any documentation required under Section 4.2 shall be delivered to the participating Senior Lender)) to the same extent as if it were a Senior Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 12.4; provided, that such Participant agrees to be subject to the provisions of Section 4.1 as if it were an assignee under clause (b) of this Section 12.4; and shall not be entitled to receive any greater payment under Section 4.2, with respect to any participation, than its participating Senior Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Senior Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 4.1 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.14 as though it were a Senior Lender; provided, that such Participant agrees to be subject to Section 4.1 as though it were a Senior Lender. Each Senior Lender that sells a participation shall, acting solely for this purpose as a non‑fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the applicable Senior Loans or other obligations under the Financing Documents (the “Participant Register”); provided, that no Senior Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Financing Document) to any other Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103‑1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163‑5(b) and within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and any related United States Treasury Regulations (or any other relevant or successor provisions of the Code or of such United States Treasury Regulations). The entries in the Participant Register shall be conclusive absent manifest error, and such Senior Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Any Senior Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Senior Loan Notes, if any) to secure obligations of such Senior Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction; provided, that no such pledge or assignment shall release such Senior Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Senior Lender as a Party hereto. (f) Any Senior Lender may at any time, assign all or a portion of its rights and obligations with respect to Senior Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender through Dutch auctions open to all Senior Lenders on a pro rata basis in accordance with the procedures set forth on Exhibit E hereto or open market purchases on a pro rata or non‑pro rata basis, in each case subject to the following limitations: (A) the assigning Senior Lender and the Affiliated Lender purchasing such Senior Lendex’x Senior Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit C-2 hereto (an “Affiliated Lender Assignment Agreement”); (B) Affiliated Lenders will not receive information provided solely to Senior Lenders by the Administrative Agent or any Senior Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Senior Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Senior Loans or Senior Loan Commitments required to be delivered to Senior Lenders pursuant to Article 1.5; (C) the aggregate principal amount of Senior Loans held at any one time by Affiliated Lenders shall not exceed 25% of the principal amount of all Senior Loans at such time outstanding (measured at the time of purchase) (such percentage, the “Affiliated Lender Cap”); provided, that, to the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Senior Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap, the assignment of such excess amount will be void ab initio; and (D) as a condition to each assignment pursuant to this Section 12.4(f), the Administrative Agent shall have been provided a notice in connection with each assignment to an Affiliated Lender or a Person that upon effectiveness of such assignment would constitute an Affiliated Lender pursuant to which such Affiliated Lender shall waive any right to bring any action in connection with such Senior Loans against the Administrative Agent, in its capacity as such. (g) The words “execution,” “signed,” “signature,” and words of like import in any Lender Assignment Agreement shall be deemed to include electronic signatures or the electronic records, 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 Government Rule, 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. (h) All assignments by a Senior Lender of all or a portion of its rights and obligations hereunder with respect to any then outstanding Senior Loan Commitments shall be made only as an assignment of the same percentage of outstanding Senior Loan Commitments and Senior Loans and a proportionate part of all the assigning Senior Lender’s rights and obligations under this Agreement with respect to the Senior Loans and Senior Loan Commitments. (i) No sale, assignment, transfer, negotiation or other disposition of the interests of any Senior Lender hereunder or under the other Financing Documents shall be allowed if it could reasonably be expected to require securities registration under any laws or regulations of any applicable jurisdiction.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees (each an “Assignee”) all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)Notes; provided, however, that (i) each such unless otherwise waived by Administrative Agent, any partial assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be in an amount at least equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be 15,000,000 or an integral multiple of $1,000,000 in excess thereofthereof such that, after giving effect to such assignment, the Assignee shall have an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $15,000,000, (iiiii) each such assignment shall be to effected by means of an Assignment and Assumption Agreement, (iii) if the Eligible AssigneeAssignee is an Existing Lender or an Affiliate of the assigning Lender, the consent of Administrative Agent shall not be required, (iv) except as set forth in clause (iii) above, no such assignments shall be permitted without the parties to each such assignment consent of Administrative Agent (which consent shall execute and deliver to the Administrative Agentnot be unreasonably withheld, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignmentconditioned or delayed), and (v) each Eligible Assignee (other than except as set forth in Section 18.26 below, no Borrower Party shall be liable or responsible for any costs or expenses incurred by the Eligible Assignee Administrative Agent, any Lender, any Assignee, or any Affiliate of any of the Administrative Agent or foregoing in connection with any transaction contemplated pursuant to this Section 18.15. Upon execution and delivery of such instrument, payment by such Assignee to such transferor Lender of an Affiliate of a Lender) shall pay amount equal to the Administrative Agent a $3,500 administrative fee. Upon purchase price agreed between such executiontransferor Lender and such Assignee and receipt of any consent required hereunder, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date such Assignee shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall deemed to be a Lender party hereto for to this Agreement and shall have all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to with an Individual Loan Commitment as set forth in such Assignment and AcceptanceAssumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations under hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Agreement (andSection 18.15 and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and Borrower shall make appropriate arrangements so new substitute Notes are issued to the Assignee and such transferor Lender by Borrower, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the case amount of $3,500.00 for the account of Administrative Agent. Notwithstanding anything herein to the contrary, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, any other Borrower Party, any Mezzanine Lender or any of their respective affiliates. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance covering Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (and stated interest) of the Loans 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 Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all or the remaining portion purposes of such Lender’s rights and obligations under this Agreement. The Register shall be available for inspection by Borrower and any Lender, such Lender shall cease at any reasonable time and from time to be a party hereto)time upon reasonable prior notice.

Assignments. Any (a) Each Lender may may, from time to time, with the consent of the Administrative Agent and the Documentation Agent and, so long as no Event of Default exists, the Company, which consent will not be unreasonably withheld, assign to one or more Eligible Assignees all or any other financial institutions part of the indebtedness evidenced by the Notes then owned by it together with an equivalent proportion of its obligation to make Loans hereunder pursuant to written agreements executed by the assignor, the assignees, the Administrative Agent, the Documentation Agent and, so long as no Event of Default exists, the Company, which agreements shall specify in each instance the portion of its rights the indebtedness evidenced by the Notes which is to be assigned to each such assignee and obligations under this Agreement (including, without limitation, all or a the portion of its Commitments, the Advances owing Commitment of the assignor to it, the Notes held be assumed by it, it and the participation interest shall be substantially in the Letter of Credit Obligations held by itform attached hereto as Exhibit D (the "Assignment Agreements"); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such the assigning Lender’s 's rights and obligations assigned under this Agreement and the assignment shall be an equal cover the same percentage with respect to both its obligations owing in respect of the Commitments such Lender's Commitment, Loans and the related Advances and Letters of Credit, Note; (ii) unless the Administrative Agent, the Documentation Agent and the Company otherwise consent, the aggregate amount of the Commitments Commitment, Loans and Advances Note of such the assigning Lender being assigned pursuant to each such assignment Assignment Agreement (determined as of the effective date of the relevant Assignment and Acceptance with respect to such assignmentAgreement) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 2,000,000 and, unless the assigning Lender shall have assigned all of its Commitment, Loans and Note, the aggregate amount of the Commitment, Loans, and Note retained by the assigning Lender shall in no event be an integral multiple of less than $1,000,000 in excess thereof, 2,000,000; and (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 administrative feeand any out-of-pocket attorney's fees and expenses incurred by the Administrative Agent in connection with each such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignor, the assignee, the Administrative Agent, the Documentation Agent and, if applicable, the Company (i) such executionassignee shall thereupon become a "Lender" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement (and Exhibit A hereto shall be deemed amended to reflect the aggregate Commitments of the Lenders after giving effect thereto) and with all the rights, deliverypowers and obligations afforded a Lender hereunder, acceptance and recording, from and after provided that the assigning Lender shall retain the benefit of all indemnities of the Company with respect to matters arising prior to the effective date of such Assignment Agreement, which shall survive and inure to the benefit of the assigning Lender, (ii) such assigning Lender shall have no further liability for funding the portion of its Commitment assumed by such other Lender and (iii) the address for notices to such Lender shall be as specified in each the Assignment Agreement executed by it. Concurrently with the execution and Acceptancedelivery of such Assignment Agreement by the assignor, which effective date the assignee, the Administrative Agent, the Documentation Agent and, if applicable, the Company shall execute and deliver a Note to the assignee Lender in the amount of its Commitment and a new Note to such assigning Lender in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such notes to constitute "Notes" for all purposes of this Agreement. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, times subject to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations terms of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Loans and its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible AssigneeAssignee who, unless otherwise consented to by the Borrower, is not a Competitor of the Borrower; (ivii) except in the case of an assignment to another Lender, if such assignment is made to an Affiliate of an existing Lender or any Approved Fund or otherwise to another member of the related Lending Group (A) the aggregate amount of the Commitment of the assigning Lender subject to such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall not, without the consent of the Borrower and the Agent, be less than 113 762040188 $25,000,000 and an integral multiple of $5,000,000 (or such other amount as shall equal the assigning Lender’s entire Commitment) and (B) after giving effect to such assignment, unless otherwise consented to by the Borrower, the aggregate amount of the Commitment and/or Loans of the assigning Lender shall not be less than $2,500,000 (unless the assigning Lender shall have assigned its entire Commitment and/or the entire balance of the outstanding Loans); (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance an Assignment and recording Acceptance in the Registerform of Exhibit C, together with any Note subject to such assignment and a processing fee of $3,500, payable or agreed between the assigning Lender and the assignee; (iv) notwithstanding anything to the contrary herein, any Managing Lending Agent may, at any time, upon notice to the Agent with a copy to the Registrar but without the need to comply with the restriction set forth in clause (iii) above or the need to enter into an Assignment and Acceptance, together (A) replace an existing Lender in such Managing Lending Agent’s Lending Group with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent any Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (AB) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations add any Lender or Affiliate of a Lender hereunder as a new Lender in such Managing Lending Agent’s Lending Group, (C) remove a Lender from such Managing Lending Agent’s Lending Group or (D) reallocate or assign Commitment Percentages or advances among the Lenders in such Managing Lending Agent’s Lending Group; provided, however, that Apollo Global Management, Inc. and its Affiliates (Bother than Atlas, its subsidiaries and any entity or account administered, advised, sub-advised, serviced or managed by Atlas or its subsidiaries (the “Atlas Entities”)) (the “Apollo Entities”), and any entity (other than any Atlas Entity) that an Apollo Entity administers, advises, sub-advises, services or manages shall be excluded from the provisions of this clause (iv). Upon receipt of such Lender thereunder shallnotice the Agent shall update Schedule 1.01 hereto; and (v) so long as no Event of Default has occurred and is continuing, any such assignment to an Apollo Entity shall be subject to the extent that rights consent of the Borrower (which shall not be unreasonably withheld or delayed). provided further, however, notwithstanding anything to the contrary contained herein, upon the occurrence and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptanceduring the continuance of an Event of Default hereunder, relinquish its rights and be released from any Lender may assign all or a portion of its obligations under this Agreement in accordance with clause (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)iii) above.

Assignments. Any Lender may assign to one or more Eligible Assignees all (a) All or any portion part of its rights and obligations the interest of any Lender in, to or under this Agreement (including, without limitation, all or a portion of its CommitmentsParticipation Agreement, the Advances owing to itother Operative Documents, the Leased Property or the Notes held may be assigned or transferred by itsuch Lender at any time to any Person; PROVIDED, and the participation interest in the Letter of Credit Obligations held by it); provided, howeverHOWEVER, that (i) each such assignment or transfer shall be comply with all applicable securities laws; (ii) each assignment or transfer shall consist of a constant, and not a varying, percentage transfer of equivalent portions of such Lender’s 's Notes and equivalent portions of such Lender's rights and obligations assigned under this Agreement and the Loan Agreement; (iii) unless both parties to the assignment are Participants immediately prior to giving effect to the assignment, each assignment or transfer of Loans shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the a minimum aggregate amount of $10,000,000 (or if less, the Commitments and Advances entire amount of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment Participant's Commitment) and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 integral multiples in excess thereof, thereof (iiior such Participant's entire Commitment); (iv) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and ; (v) unless the assignee or transferee is a then existing Participant, or a then existing lender under the Credit Agreement, or an Event of Default has occurred and is continuing, the transferee or assignee shall be a Person consented to in writing by Lessee, such consent not to be unreasonably withheld or delayed; (vi) Administrative Agent shall have received from the assignee/transferee or the assignor/transferor a transfer fee in the amount of $2,500; and (vii) each Eligible Assignee assignee or transferee shall (other than the Eligible Assignee A) comply, as of the Administrative Agent or an Affiliate date of a Lenderthe transfer, with the delivery requirements of SECTION 11.3(a); (B) shall pay acknowledge in writing, addressed and delivered to each of the Administrative Agent a $3,500 administrative fee. Upon such executionPersons then party to this Participation Agreement, delivery, acceptance and recording, that the obligations to be performed from and after the effective date specified of such transfer or assignment under this Participation Agreement and all other Operative Documents are its obligations, including the obligations imposed by this SECTION 11.1(a) (and the transferor and transferee Participant shall deliver to Lessee, Administrative Agent and Lessor an Assignment Agreement, in substantially the form of EXHIBIT N and an Investor's Letter in substantially the form of SCHEDULE II to EXHIBIT N, each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) executed by the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder or transferee) and (BC) such Lender thereunder shallrepresent and warrant to Lessor, to Administrative Agent, each Participant and Lessee in writing each of the extent that rights representations and obligations hereunder have been assigned by it pursuant to such Assignment warranties as set forth in SECTION 7.1 and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).that:

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities ----------- all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such -------- ------- assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments such Bank's Commitment and the related Advances and Letters of Creditsuch Bank's Advances, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative either Agent or an Eligible Assignee which is an Affiliate of a Lenderthe assigning Bank) shall pay to the Administrative Agent a $3,500 2,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Any Lender may assign to one or more Eligible Assignees all (a) All or any portion part of its rights and obligations the interest of any Lender in, to or under this Agreement (including, without limitation, all or a portion of its CommitmentsParticipation Agreement, the Advances owing to itother Operative Documents, the Leased Property or the Notes held may be assigned or transferred by itsuch Lender at any time to any Person; PROVIDED, and the participation interest in the Letter of Credit Obligations held by it); provided, howeverHOWEVER, that (i) each such assignment or transfer shall be comply with all applicable securities laws; (ii) each assignment or transfer shall consist of a constant, and not a varying, percentage transfer of equivalent portions of such Lender’s 's Notes and equivalent portions of such Lender's rights and obligations assigned under this Agreement and the Loan Agreement; (iii) unless both parties to the assignment are Participants immediately prior to giving effect to the assignment, each assignment or transfer of Loans shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the a minimum aggregate amount of $10,000,000 (or if less, the Commitments and Advances entire amount of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment Participant's Commitment) and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 integral multiples in excess thereof, thereof (iiior such Participant's entire Commitment); (iv) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and ; (v) unless the assignee or transferee is a then existing Participant, or a then existing lender under the Credit Agreement, or an Event of Default has occurred and is continuing, the transferee or assignee shall be a Person consented to in writing by Lessee, such consent not to be unreasonably withheld or delayed; (vi) Administrative Agent shall have received from the assignee/transferee or the assignor/transferor a transfer fee in the amount of $2,500; and (vii) each Eligible Assignee assignee or transferee shall (other than the Eligible Assignee A) comply, as of the Administrative Agent or an Affiliate date of a Lenderthe transfer, with the delivery requirements of SECTION 12.3(a); (B) shall pay acknowledge in writing, addressed and delivered to each of the Administrative Agent a $3,500 administrative fee. Upon such executionPersons then party to this Participation Agreement, delivery, acceptance and recording, that the obligations to be performed from and after the effective date specified of such transfer or assignment under this Participation Agreement and all other Operative Documents are its obligations, including the obligations imposed by this SECTION 12.1(a) (and the transferor and transferee Participant shall deliver to Lessee, Administrative Agent and Lessor an Assignment Agreement, in substantially the form of EXHIBIT I and an Investor's Letter in substantially the form of SCHEDULE II to EXHIBIT I, each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) executed by the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder or transferee); and (BC) such Lender thereunder shallrepresent and warrant to Lessor, to Administrative Agent, each Participant and Lessee in writing each of the extent that rights representations and obligations hereunder have been assigned by it pursuant to such Assignment warranties as set forth in SECTION 8.1 and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).that:

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof100,000, (iii) each such assignment shall be made with the consent of the Agent and the Borrower (which consent shall not be unreasonably withheld) and shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes Note subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 2,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both (including, without limitation, its obligations owing in respect of the Commitments and the related Advances and Letters of Creditto make Advances), (ii) the amount of the Commitments and Advances of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 1,000,000.00, except in excess thereofthe case of an assignment of the entire remaining amount of the assigning Bank's Commitments and Advances at the time owing to it, (iii) each such assignment shall be to an Affiliate, an Approved Fund or an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with the Notes (if any) subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three Business Days after the execution thereofthereof (unless waived by the Administrative Agent), (Aa) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender Bank hereunder and (Bb) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes (if applicable) held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations assigned under this Agreement for a particular Class and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments such Lender’s Commitment and the related Advances and Letters of Credit, for a particular Class, (ii) the amount of the resulting Commitments and Advances of such the assigning Lender being assigned (unless it is assigning all its Commitments and Advances) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 1,000,000 in total, shall in no event be less than $100,000 for each Class assigned and shall be an integral multiple of $1,000,000 in excess thereof100,000; provided that with respect to assignments of Term Advances by a Lender to an Approved Fund, a Related Fund, a Lender or an Affiliate of a Lender only, the amount of the resulting Term Advances for the assigning Approved Fund and any such assignee may be for less than $1,000,000; provided that except as approved by the Administrative Agent such Approved Fund and all of its Related Funds shall only be entitled collectively to one notice for all purposes under the Credit Documents, (iii) each such assignment shall be to an Eligible Assignee, , (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with and, if applicable, deliver the Notes subject to such assignment, and , (v) if such assignment is of Term Advances and/or Term Commitments and is not to a Lender, an Affiliate of a Lender, an Approved Fund or a Related Fund, then the Administrative Agent shall consent to such assignment, which consent shall not be unreasonably withheld or delayed, (vi) if such assignment is of Revolving Advances and/or Revolving Commitments and is not to a Lender with a Revolving Commitment or an Affiliate of a Lender with a Revolving Commitment, then the Administrative Agent and each Issuing Bank shall consent to such assignment, which consent shall not be unreasonably withheld or delayed, and (vii) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent or which is an Affiliate of a the assigning Lender) shall pay to the Administrative Agent a $3,500 administrative fee; provided that, in the case of contemporaneous assignments by a Lender to more than one Related Fund (which Related Funds are not then Lenders hereunder), only a single $3,500 such fee shall be payable for all such contemporaneous assignments. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofthereof or earlier such earlier date as agreed to by the Administrative Agent, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, (i) any Lender may assign or pledge, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank and (ii) any Lender that is an Approved Fund or Related Fund may, without the consent of the Administrative Agent or the Borrower, pledge all or any portion of its Advances and Notes (if applicable) to any trustee for, or any other representative of, holders of obligations owed, or securities issued, by such Approved Fund or Related Fund, as security for such obligations or securities; provided that (A) any foreclosure or similar action by such trustee or representative shall be subject to the provisions of this Section 10.06(a) concerning assignments, including without limitation the requirement that any assignee of such Notes (if applicable) and Advances must qualify as an Eligible Assignee and (B) such Lender shall not require such trustee’s or representative’s consent to any matter under this Agreement, except (1) for a change in the principal amount of any Advances which has been so pledged, reductions in fees or interest, or extending the Maturity Date except as permitted in this Agreement or (2) as otherwise consented to by the Administrative Agent.

Assignments. Any (A) Each Lender may assign to one or more Eligible Assignees persons all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the pro rata amount of Advances owing to it, the Notes held by it, it and the participation interest in the Letter of Credit Obligations Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s all rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) except in the case of an assignment to a person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Commitments and Advances Commitment of such the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than Three Million US Dollars ($5,000,000 and shall be 3,000,000.00) or an integral multiple of One Million US Dollars ($1,000,000 1,000,000.00) in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerits records, an Assignment and AcceptanceAcceptance in the form of Exhibit H attached hereto, together with the Notes subject to such assignment, a processing and (v) each Eligible Assignee (other than the Eligible Assignee recordation fee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (By) such the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the Intercreditor Agreement (as defined herein) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (B) By executing and delivering an Assignment and Acceptance, Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes Administrative Agent to take such action on its behalf and to exercise such powers and discretion under this Agreement as are delegated to Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (C) Administrative Agent shall maintain at its address referred to in Section 11.06 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (D) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit H hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower, at its own expense, shall execute and deliver to Administrative Agent in exchange for the Note a new Note to the order of Lenders, including such Eligible Assignee. Such new Note shall be dated the effective date of such Assignment and Acceptance. (E) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, Loans and the participation interest in the Letter of Credit Obligations held by itits Notes); providedPROVIDED, howeverHOWEVER, that that: (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee; (ii) except in the case of an assignment to another Lender or an Approved Fund or Affiliate of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $1,000,000 (or, if less, the remaining amount of the Loans being assigned by such Lender) or an integral multiple of $500,000 in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Agreement and the Notes; and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording remaining Lenders an assignment agreement in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (vform attached as EXHIBIT 9.04(B) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative feehereto. Upon such execution, deliverydelivery and acceptance of such assignment agreement, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Agreement. Upon the consummation of any assignment pursuant to this SECTION 9.04(B), the assignor, the Lenders and the Borrowers shall make appropriate arrangements so that, if requested by such assigning Lender or its assignee, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrowers and the Lenders certification as to exemption from deduction or withholding of taxes. By executing and delivering an assignment agreement in accordance with this SECTION 9.04, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the case of an Assignment and Acceptance covering all other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Agreement, the other Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon such assigning Lender or any other Lender, and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; and (F) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Each Lender may from time to time, in accordance with ----------- applicable Governmental Requirements, assign to one any or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all the Loan Documents to one or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)more Eligible Assignees; provided, however, that (i) each no such assignment shall be of a constant, -------- ------- effective unless and not a varying, percentage until: (i) the Borrower shall have received prior notice of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, assignment; (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the Agent and the Issuer shall have given their written consent to such assignment (which consent shall not be unreasonably withheld); (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitments and Advances Commitment of such the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect Agreement respecting such assignment is delivered to such assignmentthe Agent) shall be, if to an entity other than a Lender, not be less than $5,000,000 10,000,000; and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute have executed and deliver delivered to the Administrative Agent, for its Agent an Assignment Agreement together with an assignment fee of $3,000 payable to the Agent (provided that no such fee shall be payable if the assignment is to an --------- Affiliate of such Lender). Upon acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject pursuant to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingSection 10.06(c), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAgreement, (Ai) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder under this Agreement and (Bii) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such an assigning Lender’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 3.04, 3.05, 3.06 and 10.02, as well as to amounts accrued for its account pursuant to Section 2.05 or any other Loan Document and not yet paid).