Common use of Assignments Clause in Contracts

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

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Borrowers and the Administrative Agent at any time (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3(b) to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal of $1,000,000 of the Commitments (or the remaining amount of Commitments held by such Lender) unless otherwise agreed by the Borrowers and Administrative Agent to $10,000,000 reduce such minimum amount and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredduly executed assignment agreement. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesas a Lender.

Assignments. Any Lender may with Subject to the prior written consent of the Administrative Agent at any time Borrowers (provided, however, that no consent shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld, each Lender may assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3(b) to one or more Eligible Assignees; provided, however, (i) provided that any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 and (except in the case 5,000,000 of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, and in integral multiples of at least $10,000,000, (ii) the Administrative Agent 1,000,000 above such amount and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under this Agreement. Any assignment hereunder shall be effective upon satisfaction of a Lender with a Commitment and/or Loans, as the case may be, as conditions set forth in such Assignment the preceding sentence and Assumption Agreementdelivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 (or with respect to an assignment of the Canadian Revolving Loan Commitment, and a transfer fee of Cdn. $1,250) payable to the transferor Lender Administrative Agent for its own account; provided that any assignment of the Canadian Revolving Loan Commitment shall be released from require delivery of written notice of the assignment to the Canadian Administrative Agent together with a transfer fee of Cdn. $1,250 payable to the Canadian Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a "Lender" for all purposes of this Agreement and the other Loan Documents and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the Administrative Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines, the Borrowers agree that upon effectiveness of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500.00their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). Anything in In addition to the assignments permitted under this Section to the contrary notwithstanding11.3(b), no any Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.(without

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 10.3(b), however, to (i) any partial Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that is reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and 5,000,000 (except in or, if less, the case remaining amount of an assignment made at a time at which there exists an Event the Commitment being assigned by such Lender) of Default) 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, and in integral multiples of at least $10,000,000, 1,000,000 above such amount and (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that and is continuing, no Lender shall assign more than 50% of such Lender's original aggregate Commitments without the written consent of the Borrower. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld effective date specified in the applicable assignment agreement and (iiiii) each the date of recording of such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal in the Register pursuant to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations terms of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate, and shall update Schedule I attached hereto. In connection with any to the extent of such assignment, the transferor assigning Lender shall pay be relieved of its obligations hereunder to the Administrative Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500.00their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). Anything By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the contrary notwithstandingother parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no Lender may assign representation or participate warranty and assumes no responsibility with respect to any interest statements, warranties or representations made in or in connection with this Credit Agreement, any Loan held by it hereunder to of the Borrowerother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its respective affiliates Affiliates or Subsidiariesthe performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all 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. If the assignee is not a United States person under Section 7701(a)(30) of the Code, it shall deliver to the Borrower and the Administrative Agent a valid certification as to exemption from deduction or withholding of taxes in accordance with Section 3.10.

Assignments. Any Lender may Each Bank may, with the prior written consent of the Administrative Agent at any time Borrower, which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 10.3(b) to one or more Eligible Assignees, however, (i) provided that any partial such assignment shall be in an a minimum aggregate amount at least equal of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount. Such assignments need not be pro rata across all the facilities. Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $10,000,000 3,500 payable to the Agent for its own account. The assigning Bank will give prompt notice to the Agent and (except in the case Borrower of an assignment made at a time at which there exists an Event any such assignment. Upon the effectiveness of Default) after giving effect to any such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) after notice to the Borrower as provided herein), the assignee shall have approved become a "Bank" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, which approvals the assigning Bank shall not be unreasonably withheld relieved of its obligations hereunder to the extent of the Revolving Loans and (iii) each Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment shall be effected by means and surrender of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal the appropriate Revolving Note or Revolving Notes, it will promptly provide to the purchase price agreed between such transferor Lender assigning Bank and such Assigneeto the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Revolving Note (but with notation thereon that it is given in substitution for and replacement of the original Revolving Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), such Assignee the assigning Bank thereunder and the assignee thereunder shall be deemed to be a Lender party confirm to this Agreement and shall have all agree with each other and the rights other parties hereto as follows: (i) such assigning Bank warrants that it is the legal and obligations beneficial owner of a Lender with a Commitment and/or Loans, as the case may be, 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 Assignment assigning Bank makes no representation or warranty and Assumption assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, and any of the transferor Lender shall be released from its obligations hereunder to a corresponding extentother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, and no further consent or action the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any party shall be required. Upon the consummation Credit Party of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates obligations under this Credit Agreement, any of the other Credit Documents or Subsidiariesany other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the 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 (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 Bank.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of its their respective affiliates Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and the Requisite Lenders.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals Eligible Assignee shall not be unreasonably withheld an Affiliate of Borrower or Guarantor and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a an Individual Loan Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)Section 11.15 and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new substitute Notes are issued to the Assignee and such transferor LenderLender by Borrower, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500.00 for the account of Administrative Agent. Anything in this Section Notwithstanding anything herein to the contrary notwithstandingcontrary, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, any Loan Party or any of its their respective affiliates or Subsidiariesaffiliates.

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and Agent, the Notes; providedIssuing Lender and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, Company (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between 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 transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 payable by Assignor or Assignee. No assignment may be made to any Person if at the time of such Assigneeassignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The Company shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless the Company has expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

Assignments. Any Lender Without any requirements for further consent of the Seller, any Buyer may assign any or all of its rights and obligations under the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a Buyer with a Commitment hereunder immediately prior to giving effect to such assignment. With the prior written consent of the Administrative Agent and (unless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and at no cost to the Seller or the Administrative Agent, any time Buyer may assign to one any or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesRepurchase Documents to one or more assignees; provided, however, provided that (i1) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at to a time at which there exists Buyer or a Buyer Affiliate or an Event assignment of Default) after giving effect to the entire remaining amount of the assigning Buyer’s Committed Sum, no such assignment the assigning Lender retains a Commitmentshall be in an amount less than $15,000,000, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, unless each of at least $10,000,000, (ii) the Administrative Agent and (provided no unless a Default or Event of Default has occurred that is and continuing) the Borrower Seller consents thereto, (2) each partial assignment shall have approved be made as an assignment of a proportionate part of all the assigning Buyer’s rights and obligations under this Agreement, (3) the assignee, if it is not a Buyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which approvals shall the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Seller and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, (4) the assignee may not be unreasonably withheld an Affiliate of the Seller and (iii5) each such assignment shall be effected by means of pursuant to an Assignment and Assumption Agreementsubstantially in the form of Exhibit E, to be delivered to the Administrative Agent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. Upon The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of such instrument and payment by such Assignee documents reasonably necessary to such transferor Lender of an amount equal assignment process to the purchase price agreed between extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such transferor Lender assignment form. Subject to acceptance and such Assigneerecording thereof pursuant to Section 22.18(d), such Assignee from and after the effective date specified in each Assignment and Assumption, the assignee shall be deemed to be a Lender party to Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall have be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 22.18(b) shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations of a Lender in accordance with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (cSection 22.18(a), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Lender may may, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent at any time Agent, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, such Lender’s Commitment (or any portion or element thereof), the Loans, the Notes and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of the Borrower and the Notes; providedAdministrative Agent for any assignment shall not be required if (i) a Default or an Event of Default is continuing, however(ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as a Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such assignment). Notwithstanding anything to the contrary herein, the Lenders and the Administrative Agent shall not be permitted to make an assignment to a Competitor unless (i) any partial Event of Default other than an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing and the Administrative Agent and/or the Lenders have declared the outstanding principal amount of all or any portion of the outstanding Loans and other Obligations to be due and payable in accordance with Section 7.03(b), (ii) an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred or (iii) the Borrower has consented to such assignment. No assignment pursuant to the immediately preceding sentences to an institution other than another Lender shall be in an aggregate amount at least equal to $10,000,000 less than (unless the entire Commitment and (except in the case outstanding Loans of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains is so assigned) $5,000,000. If any Lender so sells or assigns all or a Commitmentpart of its rights hereunder or under the Notes, any reference in this Agreement or if the Commitments have been terminatedNotes to such Lender shall thereafter refer to said Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, holds Notes having an aggregate outstanding principal balance, to the extent of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this paragraph (b) shall be effected by means of the assigning Lender and the assignee Lender executing an Assignment and Assumption Agreement (an “Assignment Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee”), such Assignee which Assignment Agreement shall be deemed to be a Lender party to this Agreement and shall have all substantially in the rights and obligations form of a Lender with a Commitment and/or Loans, as Exhibit C (appropriately completed). At the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation time of any assignment pursuant to this subsection paragraph (cb), this Agreement shall be deemed to be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and the Borrower shall, if requested in writing by the assignee or assigning Lender, issue new Notes to the respective assignee and to the assigning Lender (if it shall maintain any Commitment following such assignment) in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this paragraph (b), the transferor Lender, the Administrative Agent and the Borrower assigning Lender shall make appropriate arrangements so the new Notes are issued be relieved of its obligations hereunder with respect to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached heretoits assigned Commitment. In connection with any such assignment, the transferor Lender shall pay to applicable Lender, the Administrative Agent an administrative fee for processing and the Borrower agree to execute such assignment in documents (including amendments to this Agreement and the amount of $4,500.00other Credit Documents) as shall be reasonably necessary to effect the foregoing. Anything Nothing in this Section Agreement shall prevent or prohibit any Lender from pledging the Notes or Loans to the contrary notwithstanding, no a Federal Reserve Bank in support of borrowings made by such Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesfrom such Federal Reserve Bank.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, the Advances owing to it, the Notes held by it, if any, and the Notesparticipation interest in the Letter of Credit Obligations held by it); provided, however, that (i) any partial each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of such Lender’s Revolving Commitment and such Lender’s Revolving Advances and shall be in an amount at least equal to not less than $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,0005,000,000, (ii) the Administrative Agent amount of the resulting Revolving Commitment and Revolving Advances of the assigning Lender (provided no Event unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of Default has occurred that is continuing) the Borrower shall have approved date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption AgreementAcceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent a $4,000 administrative fee; and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. 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 delivery of such instrument and payment by such Assignee obligations hereunder have been assigned to it pursuant to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loanshereunder and (B) such Lender thereunder shall, as to the case may be, as set forth in extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a corresponding extent, and no further consent or action by any party hereto) but shall continue to be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued entitled to the Assignee benefits of Sections 2.8, 2.9, 2.11, 9.4, 9.7 and 9.15 with respect to facts and circumstances occurring prior to the effective date of such transferor Lenderassignment. Notwithstanding anything herein to the contrary, any Lender may assign, as appropriatecollateral or otherwise, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesrights under the Credit Documents to any Federal Reserve Bank.

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

Assignments. Any Lender may with This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and, solely to the extent expressly permitted hereunder, permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement Debtors and the Notes; providedRequired Backstop Parties. Notwithstanding the immediately preceding sentence, howeverany Backstop Party’s rights, obligations or interests hereunder may be freely assigned, delegated or transferred, in whole or in part, by such Backstop Party to (a) any other Backstop Party, (ib) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case Affiliate of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentBackstop Party, or if (c) any other Person not referred to in clause (a) or clause (b) above so long as such Person is approved in writing by the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) Required Backstop Parties and the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved Debtors prior to such assignment, which approvals shall not be unreasonably withheld delegation or transfer (for purposes of this clause (c), the Backstop Party proposing to make such assignment, delegation or transfer, and (iii) each such assignment shall be effected by means all of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeits Affiliates, such Assignee shall be deemed to be a Lender party to this Agreement and shall have Defaulting Backstop Parties for purposes of determining whether the definition of “Required Backstop Parties” has been satisfied); provided, that (x) any such assignee assumes all of the rights and obligations of a Lender with a Commitment and/or Loans, the assigning Backstop Party hereunder and agrees in writing prior to such assignment to be bound by all of the terms hereof in the same manner as the case may beassigning Backstop Party (which writing shall contain, if the assignee is not already a Backstop Party, a certification from the assignee as to the accuracy of the representations and warranties made by each Backstop Party in Section 4 hereof as applied to such assignee), (y) any assignee of a Backstop Commitment must be a Qualified Institutional Buyer, and (z) the right to purchase Rights Offering Securities are only assignable as set forth in such Assignment the Rights Offering Procedures. Following any assignment described in the immediately preceding sentence, the Backstop Commitment Schedule shall be updated by the Debtors (in consultation with the assigning Backstop Party and Assumption Agreementthe assignee) solely to reflect (i)(A) the name and address of the applicable assignee or assignees, and (B) the transferor Lender Backstop Commitment Percentage that shall apply to such assignee or assignees as specified by the assigning Backstop Party and the assignee or assignees, and (ii) any changes to the Backstop Commitment Percentage applicable to the assigning Backstop Party as specified by the assigning Backstop Party and the assignee or assignees (it being understood and agreed that updates to the Backstop Commitment Schedule shall not result in an overall change to the aggregate Backstop Commitment Percentages for all Backstop Parties). Any update to the Backstop Commitment Schedule described in the immediately preceding sentence shall not be deemed an amendment to this Agreement. Notwithstanding the foregoing or any other provisions herein, unless otherwise agreed in any instance by the Debtors and the Required Backstop Parties (for purposes of this sentence, the Backstop Party making such assignment, and all of its Affiliates, shall be released from deemed to be Defaulting Backstop Parties for purposes of determining whether the definition of “Required Backstop Parties” has been satisfied), no assignment of obligations by a Backstop Party to an Affiliate of such Backstop Party will relieve the assigning Backstop Party of its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with if any such assignment, the transferor Lender shall pay Affiliate assignee fails to the Administrative Agent an administrative fee for processing perform such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesobligations.

Assignments. Any Lender may with the prior written consent of the Administrative Agent (such approval not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 15,000,000, and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,00015,000,000, (ii) if the Administrative Agent assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee or another Lender (or Affiliate thereof) provided no Event of that unless a Default has shall have occurred that and is continuing, in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the Borrower’s prior written approval) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries. Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

Assignments. Any Lender may with This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, delegated or transferred, in whole or in part, by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the Administrative Agent at other parties. Notwithstanding the immediately preceding sentence, any time assign Commitment Party’s rights, obligations or interests hereunder may be freely assigned, delegated or transferred, in whole or in part, by such Commitment Party, with prior written notice given to one (but not the consent of) the Debtors and the Commitment Party Professionals, to (a) any other Commitment Party, (b) any controlled Affiliate of a Commitment Party (other than a portfolio company of such Commitment Party or more Eligible Assignees any of its Affiliates or Related Funds) or (each c) any Related Fund of a Commitment Party; provided, that any such assignee expressly assumes the obligations of the assigning Commitment Party hereunder and agrees in writing prior to such assignment to be fully bound as a Commitment Party by the terms of this Agreement in the same manner and to the same extent as the assigning Commitment Party with respect to such rights, obligations and interests; provided, further, that unless otherwise agreed in any instance by the Debtors and the Requisite Commitment Parties, no such assignment, delegation or transfer by a Commitment Party to any controlled Affiliate or Related Funds of such Commitment Party will relieve the assigning Commitment Party of its obligations hereunder if such controlled Affiliate or Related Fund fails to perform such obligations. Following any assignment, delegation or transfer described in the immediately preceding sentence, the Backstop Commitment Schedule or the Equity Commitment Schedule, as applicable, shall be updated by the Debtors (in consultation with the assigning Commitment Party and the assignee) solely to reflect the name and address of the applicable assignee or assignees and the Commitment Percentage that shall apply to such assignee or assignees, and any changes to the Commitment Percentage applicable to the assigning Commitment Party. Any update to the Backstop Commitment Schedule or the Equity Commitment Schedule described in the immediately preceding sentence shall not be deemed an “Assignee”) amendment to this Agreement. Other than as set forth in this Section 12.1 and in Section 1.2(b), no Commitment Party shall be permitted to assign, delegate or transfer all or a any portion of its rights and obligations under this Agreement Commitment without the prior written consent of the Company and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignmentRequisite Commitment Parties, which approvals consent shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneewithheld, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent conditioned or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesdelayed.

Assignments. Any Each Lender may make assignments to any Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the prior written consent re-assignment back to it free of any interests of the Administrative Agent at any time Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Credit Documents so long as (i) the assignor Lender and Assignee execute and deliver to the Administrative Agent, the LC Issuing Bank and the Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial assignment shall be in an amount at least equal to $10,000,000 instance and (except in is not required by the case of an assignment made at a time at which there exists Borrower if an Event of DefaultDefault has occurred and is continuing) after giving effect an assignment and assumption agreement in substantially the form of Exhibit E (an "ASSIGNMENT") and pay to such assignment the assigning Lender retains Administrative Agent a Commitmentprocessing fee of $1,000 (which payment obligation is the sole liability, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balancejoint and several, of at least $10,000,000that Lender and Assignee), (ii) the Administrative Agent and (provided no Event assignment must be for a minimum total Commitment of Default has occurred that is continuing) $5,000,000, and, if the Borrower shall have approved such assignmentassignor Lender retains any Commitment, which approvals shall not it must be unreasonably withheld a minimum total Commitment of $10,000,000, and (iii) each such the conditions for that assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such the applicable Assignment and Assumption Agreement, are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreed to by the Borrower and the transferor Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender shall be released from its obligations hereunder and the Assignee to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower for acceptance. Once such Assignment is accepted by the Administrative Agent, the LC Issuing Bank and the Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in it (A) the Assignee automatically shall make become a party to this Agreement and, to the extent provided in that Assignment, shall have the Rights and obligations of a Lender under the Credit Documents, (B) in the case of an Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender shall cease to be a party to the Credit Documents, (C) the Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate arrangements so Notes in accordance with this Agreement following the new transfer, (D) upon delivery of the Notes are issued under clause (C) the assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be automatically amended to reflect the name, address, telecopy number and Commitment of the Assignee and such transferor the remaining Commitment (if any) of the assignor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder shall prepare and circulate to the Borrower, or the LC Issuing Bank and the Lenders an amended Schedule 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and transfers of its respective affiliates or Subsidiaries(as opposed to participations in) principal of and interest on the Obligations may be made only in accordance with this Section.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of such Lender or another Lender; (ii) no such consent by the Administrative Agent shall be required in the case of an assignment to an affiliate of such Lender, (iii) without limiting each Lender’s right to assign all of its Commitment, any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,0007,500,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Acceptance Agreement. Upon execution From and delivery of after the Assignment Effective Date (as such instrument term is defined in the Assignment and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such AssigneeAcceptance Agreement), such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Term Loans and obligations under this Agreement and Term Loan Commitments, with the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case prior written consent of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and Borrower (provided no Event which consent of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and or delayed), provided, however, consent of Borrower shall not be required (iiix) each for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or, or (y) during the existence of a Default or an Event of Default. Except as Administrative Agent may otherwise agree, any such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $100,000 or, if less, the purchase price agreed between remaining Term Loan Commitment and Term Loans held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 (which shall not be required in connection with any assignment of a portion of HCP-FVA’s Term Loans in connection with the consummation of the Financing in accordance with Section 10.13 and Schedule 10.13 hereto). No assignment may be made to any Person if at the time of such Assigneeassignment Borrower would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless Borrower has expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an each, a “AssigneePurchaser”) all or a portion any part of its rights and obligations under the Loan Documents. Such assignment must be substantially in the form of Exhibit B or in any other form that is reasonably acceptable to Agent and approved by the parties to this Agreement and the Notes; provided, however, (i) any partial Agreement. Each such assignment with respect to a Purchaser that is not a Lender or an Affiliate of a Lender or an Approved Fund shall either be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between entire Commitment and Outstanding Credit Exposure of the assigning Lender or (unless each of Company and Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment must be based on the Commitment or Aggregate Outstanding Credit Exposure (if the Commitment has been terminated or with respect to an assignment of Term Loans) subject to the assignment, determined as of the date of such transferor Lender and such Assigneeassignment or as of the “Trade Date”, such Assignee if the “Trade Date” is specified in the assignment. The consent of Company is required for an assignment to be effective unless the Purchaser is a Lender, an Affiliate of a Lender, or an Approved Fund, provided that the consent of Company is not required if an Event of Default exists; provided further that Company shall be deemed to have consented to any such assignment unless it objects by written notice to Agent within 5 Business Days after receiving notice of the assignment. Agent’s consent is required for an assignment to be effective unless the Purchaser is a Lender, an Affiliate of a Lender, or an Approved Fund. The consent of each LC Issuer is required for an assignment of a Commitment to be effective unless the Purchaser is a Lender with a Commitment. Any consent this Section 9.5.c requires shall not be unreasonably withheld, conditioned, or delayed. Upon (i) delivery to Agent of an assignment, together with any consents required by Sections 9.5.a and 9.5.b, and (ii) payment of a $3,500 fee to Agent for processing such assignment (unless Agent waives such fee), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser that none of the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and shall any other Loan Document signed by or on behalf of the Lenders and have all the rights and obligations of a Lender with a Commitment and/or Loansunder the Loan Documents, to the same extent as if it were an original party to the case may be, as set forth in such Assignment and Assumption AgreementLoan Documents, and the transferor Lender shall be released from its obligations hereunder with respect to a corresponding extent, the Commitment and no Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by any party Borrowers, the Lenders, or Agent. In the case of an assignment of all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender but shall continue to be entitled to the benefits of, and subject to, those provisions of the Loan Documents that survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.5.c shall be requiredtreated for the purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.5.b. Upon the consummation of any assignment to a Purchaser pursuant to this subsection (c)Section 9.5.c, the transferor Lender, the Administrative Agent and Borrowers shall, if the Borrower shall transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so the that new Notes or, as appropriate, replacement Notes are issued to the Assignee and such transferor LenderLender and new Notes or, as appropriate, and shall update Schedule I attached hereto. In connection with any replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at one of its offices in the transferor United States, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender, and participations of each Lender shall pay in Facility LCs, pursuant to the Administrative Agent an administrative fee for processing such assignment terms of this Agreement from time to time (the “Register”). The entries in the amount of $4,500.00. Anything Register shall be conclusive absent manifest error, and Borrowers, Agent, and the Lenders shall treat each Person whose name is recorded in the Register pursuant to this Section 9.5.c as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary notwithstanding, no Lender may assign or participate contrary. The Register shall be available for inspection by Company at any interest in any Loan held by it hereunder reasonable time and from time to the Borrower, or any of its respective affiliates or Subsidiariestime upon reasonable prior notice.

Assignments. Any Lender may with Maker hereby agrees that Holder, in its sole discretion, shall have the prior written consent of the Administrative Agent unrestricted right at any time and from time to time, and without Maker's or any Guarantor's consent, to assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement Note and other Loan Documents to one or more banks, other financial institutions, or any other person or entity (each, an “Assignee”). In the Notes; event of any such assignment to an Assignee, Maker and each Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Document, as Holder shall deem reasonably necessary to effect the foregoing (provided, however, (i) that such documents and amendments do not substantively affect the terms of the Loan). In addition, at the request of Holder and any partial assignment such Assignee, Maker shall issue one or more new Notes, as applicable, to any such Assignee and, if Holder has retained any of its rights and obligations following such assignment, to Holder, which new Notes shall be issued in an replacement of, but not in discharge of, the Obligations evidenced by this Note prior to such assignment and shall reflect the amount at least equal to $10,000,000 of the respective Loans held by such Assignee and (except in the case of an assignment made at a time at which there exists an Event of Default) Holder 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 at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Holder in connection with such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassignment, such Assignee shall be deemed to be a Lender party to this Agreement Note and shall have all of the rights and obligations of a Lender with a Commitment and/or Loans, as Holder hereunder (and under any and all other Loan Documents) to the case may be, as set forth in extent that such Assignment rights and Assumption Agreementobligations have been assigned by Holder pursuant to the assignment documentation between Holder and such Assignee, and the transferor Lender Holder shall be released from form its obligations hereunder to a corresponding extent. Holder may furnish any information concerning Maker in its possession from time to time to Assignees and prospective Assignees, and no further consent or action by any party provided that Holder shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with require any such assignmentAssignees and prospective Assignees to agree in writing to maintain the confidentiality of such information, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign except as required by applicable laws or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesgovernmental authorities.

Assignments. Any Lender (1) Subject to Section 13.01 and the other terms of this Agreement, the Lenders collectively or individually may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) assignees all or a portion of its their respective rights and obligations under this Agreement and the Notes(including, without limitation, all or a portion of their respective Commitments); provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided that no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means made to (A) the Borrower, any other Obligor, any Obligor’s Affiliates or Subsidiaries, (B) to any Non-Funding Lender or any of its Affiliates or Subsidiaries, or (C) to a natural Person. There will be no restrictions on assignments while an Event of Default exists. The parties to each such assignment will execute (together with the Agent) and deliver an assignment agreement in respect of the Loan Facility substantially in the form of Schedule D to this Agreement (each, an “Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal ”) to the purchase price agreed between Agent and the Agent will deliver such transferor Assignment Agreement to the Borrower. In addition the Borrower will execute such other documentation as a Lender may reasonably request for the purpose of any assignment or participation. The assignor will pay a processing and recording fee of $5,000 to the Agent. After such Assigneeexecution, such Assignee shall be deemed to delivery, acknowledgement and recording in the Register (i) the assignee thereunder will be a Lender party to this Agreement and, to the extent that rights and shall obligations hereunder have all been assigned to it, have the rights and obligations of a Lender with a Commitment and/or Loanshereunder and (ii) the assigning Lender thereunder will, as to the case may be, as set forth in extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement, other than obligations in respect of which it is then in default, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a corresponding extent, and no further consent or action by any party hereto; provided that such assigning Lender shall continue to be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued entitled to the Assignee benefits of Section 12.01 with respect to facts and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any circumstances occurring prior to the effective date of such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 10.3(b), however, to (i) any partial Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and 5,000,000 (except in or, if less, the case remaining amount of an assignment made at a time at which there exists an Event the Commitment being assigned by such Lender) of Default) 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, and in integral multiples of at least $10,000,0001,000,000 above such amount, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that and is continuing) the Borrower , no Lender shall have approved assign more than 50% of such assignment, which approvals shall not be unreasonably withheld Lender's original Commitment and (iii) each such assignment shall be effected by means of an Assignment a constant, not varying, percentage of all such Lender's rights and Assumption obligations under this Credit Agreement. Upon execution Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and delivery after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such instrument and payment by such Assignee to such transferor Lender of an amount equal assignment in the Register pursuant to the purchase price agreed between terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such transferor assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and such Assigneeto the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), such Assignee the assigning Lender thereunder and the assignee thereunder shall be deemed to be a confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment and/or Loans, as the case may be, any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, and any of the transferor Lender shall be released from its obligations hereunder to a corresponding extentother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, and no further consent or action by the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any party shall be required. Upon of the consummation other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariesthe performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the 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 (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. Any Lender may with Subject to the provisions of this Section 20, the terms and provisions of this Agreement shall apply to and bind the permitted successors and assigns of the parties hereto. Except as expressly provided herein, Purchaser shall not be permitted to assign its rights under this Agreement without Seller's prior written consent, which consent may be withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Purchaser shall be permitted to assign its rights under this Agreement to an affiliate of Purchaser as long as Ben Butcher or Scott Tully manages the day to day operatioxx; xxxxxxxd, hxxxxxx, xxxt at least two business days prior to making any such assignment of its right, title or interest under this Agreement to such affiliate, Purchaser shall notify Seller in writing and supply all material details regarding such arrangement including information regarding the makeup of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and assignee. Purchaser's proposed assignee shall expressly assume Purchaser's obligations under this Agreement. Any assignment by Purchaser of its right, title or interest under this Agreement and the Notes; provided, however, (i) any partial assignment in violation of this Section 20 shall be in an amount at least equal to $10,000,000 null and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitmentvoid, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights allow Seller, at its option, to deem Purchaser in default of its obligations hereunder. Seller may not assign any of its right, title and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption interest under this Agreement, and the transferor Lender any purported assignment by Seller of its right, title or interest under this Agreement shall be released from its obligations hereunder to a corresponding extent, null and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriatevoid, and shall update Schedule I attached heretoallow Purchaser, at its option, to deem Seller in default of its obligations hereunder. In connection with any such assignment, the transferor Lender shall pay Subject to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in above provisions, this Section Agreement shall inure solely to the contrary notwithstanding, no Lender may assign benefit of Seller and its successors and assigns and Purchaser and its permitted successors and assigns. No person or participate entity other than Seller and its permitted successors and assigns and Purchaser and its permitted successors and assigns shall have any interest in any Loan held by it hereunder right to the Borrower, enforce or any of its respective affiliates or Subsidiariesrely upon this Agreement.

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Borrowers and the Administrative Agent at any time (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 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 (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender duly executed assignment agreement together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree 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), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesas a Lender.

Assignments. Any Lender The rights and estate of any party hereto may with be assigned from time to time in whole or in part and as to any horizon, subject to the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals Lessor. Lessor’s consent shall not be unreasonably withheld and (iii) each such assignment withheld, conditioned or delayed. Provided, however, that consent from the Lessor shall not be effected by means required in the event of an Assignment assignment by Lessee: to an affiliate, subsidiary, or internal partner, joint venture partners or in consequence of a merger or amalgamation. All of the covenants, obligations, and Assumption Agreementconsiderations of this Lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. Upon execution and delivery No assignment by Lessee (or any assignee of such instrument and payment Lessee) of all or any part of or interest in this Lease shall relieve Lessee (or any assignee of Lessee) of any liability for breach of any covenant, warranty or other obligation of Lessee hereunder, whether theretofore or thereafter accrued. Each assignee of all or any portion of the rights of Lessee hereunder agrees to be bound by such Assignee to such transferor Lender the provisions of an amount equal this lease to the purchase price agreed between same extent as if such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender assignee were an original party to this Agreement and shall have all the rights and obligations Lease. Notwithstanding any assignment by Lessee of a Lender with segregated portion of this Lease, default by Lessee or any assignee or subassignee of Lessee in any covenant or condition in this Lease shall constitute default as to the entire Lease. Lessee shall notify Lessor of such assignment and furnish Lessor a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation true copy of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached heretoassignment. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the BorrowerUntil Lessee, or any assignee of Lessee, has given Lessor written notice of the assignment by such Lessee or assignee of Lessee of all its respective affiliates right and interest under this lease, all notices to Lessee hereunder may be given to the Lessee named herein, despite the assignment of part of the Lease. No change or Subsidiariesdivision in the ownership of the Leased Premises, royalties, or other moneys, or any part thereof, howsoever affected, shall increase the obligations or diminish the rights of Lessee, including, but not limited to, the location and drilling of xxxxx and the measurement of production. Notwithstanding any other actual or constructive knowledge or notice thereof to Lessee, its successors or assigns, no change or division in the ownership of the Leased Premises or of the royalties or other moneys, or the right to receive the same, howsoever effected, shall be binding upon the then record owner of this Lease until thirty (30) days after there has been furnished to such record owner at his or its principal place of business by Lessor or Lessor’s heirs, successor, or assigns, notice of such change or division, supported by either originals or copies of the instruments which have been properly filed for record and which evidence such change or division, and of such court records and proceedings, transcripts, or other documents as shall be necessary in the opinion of such record owner to establish the validity of such change or division. If any such change in ownership occurs by reason of the death of the Lessor, Lessee may nevertheless pay or tender such royalties or other moneys, or part thereof, to Lessor or Lessor’s estate.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 11.3(b), however, to (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case Lender or any Affiliate or Subsidiary of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentLender, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred that and is continuing, the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the Borrower shall have approved remaining amount of the Commitment being assigned by such assignment, which approvals shall not be unreasonably withheld Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate, and shall update Schedule I attached hereto. In connection with any to the extent of such assignment, the transferor assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesas a Lender.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 10.3(b), however, to (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case Lender or any affiliate or Subsidiary of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentLender, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and (provided such consent shall not be unreasonably withheld or delayed) and, so long as no Default or Event of Default has occurred that and is continuing) , with the approval of the Borrower shall have approved such assignment, (which approvals approval shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (iiiii) each such assignment (other than Competitive Loans) shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender’s rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such transferor Lenderassignment, as appropriate, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and shall update Schedule I attached heretoCommitment components being assigned. In connection with Along such lines the Borrower agrees that upon notice of any such assignment, it will promptly provide to the transferor assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note. By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall pay be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to as a Lender (including without limitation the Borrower, or any requirements of its respective affiliates or SubsidiariesSection 3.13).

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesNote; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 10,000,000.00 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,00010,000,000.00, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariessubsidiaries.

Assignments. Any Lender (a) Each Purchaser may at any time assign, or grant a security interest or sell a participation interest in, with the prior written consent of the Seller and Administrative Agent at provided that no Termination Event has occurred and is continuing (provided that such consent shall not be required after a Termination Event or in connection with any time assign assignment, grant of a security interest or sale of a participation interest in an Advance or Commitment to one any other Purchaser, any Purchaser Agent, any Purchaser Affiliate, any Liquidity Bank or more Eligible Assignees Affiliate of such Liquidity Bank providing liquidity to a purchaser that is a commercial paper conduit, or any other purchaser that is a commercial paper conduit sponsored by any Purchaser or Purchaser Affiliate), in any Advance or Commitment (each or portion thereof) to any Person (such Person other than any Liquidity Bank, pledgee or Participant (as defined below), an “AssigneeAdditional Purchaser”) all or a portion of its rights and obligations under this Agreement and the Notes); provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except provided that in the case of an assignment made at of a time at which there exists an Event of DefaultVariable Funding Note, the assignee (other than any assignee that is a Liquidity Bank) after giving effect shall execute and deliver to such assignment the assigning Lender retains a CommitmentServicer, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and each Purchaser Agent a Transferee Letter substantially in the form of Exhibit K hereto (provided no Event of Default has occurred that is continuing) the Borrower shall have approved “Transferee Letter”). The parties to any such assignment, which approvals grant or sale of participation interest shall not execute and deliver to the applicable Purchaser Agent, for its acceptance and recording in its books and records, such agreement or document as may be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee satisfactory to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender parties and such Assignee, such Assignee Purchaser Agent. Any assignment of a Variable Funding Note shall be deemed to be a Lender party to amend this Agreement to the extent, and shall have only to the extent, necessary to reflect the addition of such Additional Purchaser and the resulting adjustment of Commitments arising from the purchase by such Additional Purchaser of all or a portion of the rights and obligations of a Lender with a Commitment and/or Loanssuch transferor Purchaser under this Agreement its Variable Funding Note. The Seller shall not assign or delegate, as or grant any interest in, or permit any Lien (other than any Permitted Lien) to exist upon, any of the case may beSeller’s rights, as set forth in such Assignment and Assumption Agreement, and obligations or duties under this Agreement without the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further prior written consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent, each Purchaser Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieseach Hedge Counterparty.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 11.3(b), however, to (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case Lender or any Affiliate or Subsidiary of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentLender, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Administrative Securities and Exchange Commission) reasonably acceptable to the Agent and (provided and, so long as no Default or Event of Default has occurred that and is continuing, the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the Borrower shall have approved remaining amount of the Commitment being assigned by such assignment, which approvals shall not be unreasonably withheld Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (iiiii) each such assignment shall be effected by means of an Assignment a constant, not varying, percentage of all such Lender's rights and Assumption obligations under this Credit Agreement. Upon execution For purposes of the Borrower's acceptance of the proposed assignee in clause (ii) of the foregoing sentence, the Borrower shall have been deemed to accept any such assignee unless the Borrower provides to the Agent and such assigning Lender, written notice of the Borrower's objection to the assignment setting forth the specific reasons for its objection, such notice to be delivered no later than three (3) Business Days after the Borrower receives notice of the requested assignment (as set forth below). Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such instrument and payment by such Assignee to such transferor Lender of an amount equal assignment in the Register pursuant to the purchase price agreed between terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such transferor assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and such Assigneeto the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), such Assignee the assigning Lender thereunder and the assignee thereunder shall be deemed to be a confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment and/or Loans, as the case may be, any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, and any of the transferor Lender shall be released from its obligations hereunder to a corresponding extentother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, and no further consent or action by the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any party shall be required. Upon of the consummation other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its respective affiliates obligations under this Credit Agreement, any of the other Credit Documents or Subsidiariesany other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the 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 (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. Any Lender may From time to time following the date hereof, each Holder may, in consultation with Issuer (except during the prior written consent existence of a Default or Event of Default or in the Administrative Agent at case of assignment to any time Holder or an Affiliate of any Holder), assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under this Agreement and the NotesAgreement; provided, however, provided that (ia) any partial such assignment shall be in evidenced by an amount at least equal assignment agreement, a copy of which shall be furnished to $10,000,000 and Issuer; (b) except in the case of an assignment made at to any Holder or an Affiliate of any Holder or of the entire remaining rights and obligations of the assigning Holder under this Agreement, the assignment shall not assign a time at which there exists an Event portion of Default) after giving effect such assigning Holder’s Note owing to such assigning Holder that is equivalent to less than $1,000,000; (c) such assignment is accompanied by a transfer of the assigning Lender retains a Commitment, Holder’s pro rata interests in the Warrants corresponding to the Notes (or if portions thereof) being assigned to the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, same assignee (iibut only to the extent such Warrants are still outstanding); and (d) the Administrative Agent and (provided no Event effective date of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each any such assignment shall be effected by means of an Assignment and Assumption Agreementas specified in the assignment agreement, but not earlier than the date which is five (5) Business Days after the date Issuer has received the assignment agreement. Upon execution and delivery the effective date of such instrument assignment agreement and payment by such subject to compliance with Sections 2.3(b) and 2.6(a), the Eligible Assignee to such transferor Lender named therein shall be a Holder for all purposes of an amount equal this Agreement and, to the purchase price agreed between extent of such transferor Lender and such Assigneeassignment, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender assigning Holder shall be released from its further obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to under this subsection (c), the transferor Lender, the Administrative Agent Agreement and the Borrower other Note Documents. Issuer agrees that it shall make appropriate arrangements so execute and deliver (against delivery by the new Notes are issued assigning Holder to Issuer of its Notes) to such assignee Holder, a Note evidencing the principal balances assigned to such assignee Holder thereunder, and, if applicable, to the Assignee and such transferor Lenderassigning Holder, as appropriate, and shall update Schedule I attached hereto. In connection a Note evidencing the principal balances thereunder retained by the assigning Holder in accordance with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries2.6.

Assignments. Any (a) (i) Prior to the Availability Period End Date, each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it) with prior written notice to the Administrative Agent and, unless an Event of Default has occurred and is continuing, prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) after the Availability Period End Date, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it) with prior written notice to the Administrative Agent and, only if such assignment is to a Competitor and unless an Event of Default has occurred and is continuing, the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, in the case of clause (iii) any partial above that if such assignment is to a Lender, an Affiliate of a Lender or an Approved Assignee, no consent of the Borrower shall be required; provided, further, in each case, that (x) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not less than One Million Dollars ($1,000,000) (or, if less, the entire remaining amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, Lender’s Commitment or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000Loans), (iiy) the parties to each assignment shall (A) execute and deliver to the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee Acceptance via an electronic settlement system acceptable to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and the Borrower shall make appropriate arrangements so the new Notes are issued deliver to the Assignee Administrative Agent an Assignment and such transferor LenderAcceptance, as appropriateand, and shall update Schedule I attached hereto. In connection with any such assignmentin each case, the transferor Lender shall pay to the Administrative Agent an administrative a processing and recordation fee for processing such assignment of Three Thousand Five Hundred Dollars ($3,500) (which fee may be waived or reduced in the amount sole discretion of $4,500.00the Administrative Agent), and (z) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent (1) written notice designating one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities laws and (2) all applicable tax forms. Anything in Upon acceptance and recording pursuant to clause (a) of this Section 9.15, from and after the effective date specified in each Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the contrary notwithstandingbenefits of Sections 2.4(d), no Lender may assign or participate 2.6, 5.9, 5.10 and 10.4, as well as to any interest in any Loan held by it hereunder to the Borrower, or any of Undrawn Fees accrued for its respective affiliates or Subsidiariesaccount and not yet paid).

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and (except integral multiples of $1,000,000 in the case of an assignment made at a time at which there exists an Event of Default) excess thereof 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 at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iiiii) if the Administrative Agent assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Lender may with The Program Agreements are not assignable by any Seller. Subject to Section 37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) and the prior written consent provisions of the this Section 22 (Non assignability) hereof, Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the Notes; provided, however, Program Agreements if (i) an Event of Default has occurred and is continuing, (ii) such assignment is to an Affiliate of Administrative Agent or (iii) such assignment is to any partial assignment shall be other Person, with (in an amount at least equal to $10,000,000 respect of this clause (iii) and (except in the case absence of an assignment made at a time at which there exists an Event of Default) after giving effect Seller’s prior written consent, not to be unreasonably withheld; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent, each applicable Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such assignment rights and obligations assigned. The entries in the assigning Lender retains a CommitmentRegister shall be conclusive absent manifest error, or if and the Commitments have been terminatedSellers, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and Buyers shall treat each Person whose name is properly recorded in the Register pursuant to the preceding sentence as a Buyer (provided no Event of Default has occurred that is continuingor Administrative Agent, as applicable) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each hereunder. Upon such assignment and recordation in the Register and compliance with clause (b) below, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent which assumes the obligations of Administrative Agent and Buyers, as set forth in applicable or (ii) another Person approved by Sellers (such Assignment approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Assumption AgreementBuyers, and the transferor Lender shall as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Sellers shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective assignee this Agreement, the Borrower other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Sellers; provided, however, that any such prospective assignee shall make appropriate arrangements so the new Notes are issued execute a confidentiality agreement reasonably acceptable to the Assignee and Sellers, it being understood that such transferor Lender, agreement shall be deemed acceptable by Sellers if it contains terms at least as appropriaterestrictive as those set forth in Section 32 hereof, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee and Buyers shall reasonably cooperate with Sellers in enforcing such confidentiality agreement for processing such assignment the benefit of Sellers; provided, further, no Seller shall be subject to any additional reporting requirements other than as set forth in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesProgram Agreements.

Assignments. Any Lender Neither a Lease nor Lessee's rights thereunder shall be assignable by Lessee. FMA shall have the right to assign a Lease or any part thereof. If FMA assigns the rents reserved therein or all or any of FMA's other rights thereunder, or amounts equal thereto, the right of FMA's assignee ("Assignee") to receive the rentals as well as any other right assigned thereunder shall not be subject to any defense, setoff, counterclaim or recoupment which may with the prior written consent arise out of the Administrative Agent any breach of any obligation of FMA thereunder or by reason of any other indebtedness or liability at any time assign owing by FMA to one Lessee. All rentals due thereunder shall be payable to Assignee by Lessee whether or more Eligible Assignees (each an “Assignee”) all not the Lease is terminated by operation of law or a portion otherwise, including, without limitation, termination arising out of bankruptcy, reorganization or similar proceedings involving FMA. On receipt of notification of such assignment, Lessee, subject to its rights thereunder, shall hold the Equipment for and obligations under this Agreement on behalf of Assignee and the Notes; provided, however, (i) will relinquish possession thereof only to Assignee or pursuant to its written order. Lessee on receiving notice of any partial such assignment shall abide thereby and make payment as may therein be in an amount at least equal directed, and agrees to $10,000,000 and (except in the case of an acknowledge such assignment made at a time at which there exists an Event of Default) after giving effect to Assignee. Following any such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee term "FMA" shall be deemed to include or refer to Assignee provided that such Assignee shall not be a Lender party deemed to this Agreement assume any obligation or duty imposed upon FMA under the Lease and Lessee shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder look only to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee FMA for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesperformance thereof.

Assignments. Any It is understood and agreed that each Lender may with shall have the prior written consent of the Administrative Agent right to assign at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights Commitment and obligations under this Agreement interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Notes; providedTerm Loan to any Person, however, provided that: (i) any partial each such assignment shall be in an a minimum amount at least of $1,000,000 (or, if less, in a minimum amount equal to $10,000,000 all of such Lender's Commitment and (except interests in the case risk relating to any Revolving Credit Loans and outstanding Letters of an assignment made at a time at which there exists an Event Credit and/or its Term Loan Percentage of Default) 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 at least $10,000,000, Term Loan); (ii) the Administrative Agent and (provided and, so long as no Event of Default has occurred that and is continuing) , the Borrower Parent, shall have approved consented to such assignment, which approvals each such consent not to be unreasonably withheld; provided that the consent of the Administrative Agent and the Parent shall not be unreasonably withheld required, and the minimum assignment amount shall not apply, if the assignment is to a Lender, an Affiliate of a Lender or an Approved Fund so long as such assignment would not result in increased costs to the Borrowers hereunder; and (iii) each such assignment shall be effected by means of the proposed assignee and the assigning Lender execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and Assumption AgreementAcceptance in the form attached hereto as Exhibit D (in each case, an "Assignment and Acceptance"). Upon the execution and delivery of such instrument Assignment and payment by such Assignee to such transferor Lender of an amount equal Acceptance, (A) to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)extent applicable, the transferor LenderBorrowers, the Administrative Agent and the Borrower if requested, shall make appropriate arrangements so the new Notes are issued issue to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment assignee applicable Notes in the amount of $4,500.00. Anything such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in this Section substantially the form of the Notes executed and delivered to the contrary notwithstandingLenders on the Effective Date and, no Lender may assign or participate any interest in any Loan held by it hereunder if applicable, the assignor shall return to the Borrower, Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $3,500 to the Administrative Agent; provided that only one such fee shall be payable in the event of simultaneous assignments to or any of its respective affiliates by two or Subsidiariesmore Approved Funds.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “"Assignee”") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to ws4E6.tmp 37 another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000.00 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,0005,000,000.00, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariessubsidiaries.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 10.3(b), however, to (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case Lender or any affiliate or Subsidiary of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentLender, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred that and is continuing) , with the approval of the Borrower shall have approved such assignment, (which approvals approval in the case of a commercial bank or financial institution shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (iiiii) each such assignment (other than Competitive Loans) shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate, and shall update Schedule I attached hereto. In connection with any to the extent of such assignment, the transferor assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to as a Lender (including without limitation the Borrower, or any requirements of its respective affiliates or SubsidiariesSection 3.13).

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Borrowers, the Issuing Lender and the Administrative Agent at any time (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 5,000,000 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 (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender’s rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender duly executed assignment agreement together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from Administrative Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesas a Lender.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and (except integral multiples of $1,000,000 in the case of an assignment made at a time at which there exists an Event of Default) excess thereof 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 at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iiiii) if the Administrative Agent assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Lender may with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, : (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in unless the case of an assignment made at a time at which there exists an Event of Defaultassigning Lender’s entire interest is being assigned) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, ; (ii) if the Administrative Agent assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (provided no Event or its Affiliate, as the case may be) of Default has occurred that is continuing) all of its Specified Derivatives Contracts to the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld Assignee or another Lender (or Affiliate thereof); and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Revolving Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of Four Thousand Five Hundred Dollars ($4,500.004,500). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, Borrower or any of its respective affiliates or SubsidiariesAffiliates.

Assignments. Any Lender may may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time and from time to time assign to any Lender or any affiliate thereof or, with the prior written consent of the Borrower and the Administrative Agent at any time assign (which in each case shall not be unreasonably withheld), to one an additional bank or more Eligible Assignees financial institution (each "an “Assignee”") all or a portion any part of its rights and obligations under this Agreement and the Notes; providedother Loan Documents pursuant to an Assignment and Acceptance, howeversubstantially in the form of Exhibit E, executed by such Assignee, such assigning Lender (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except and, in the case of an assignment made at Assignee that is not then a time at which there exists Lender or an Event affiliate thereof, by the Borrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, (i) in the case of Default) after giving effect to any such assignment to an additional bank or financial institution, the sum of the aggregate principal amount of the Commitment being assigned shall not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) any such assignment may, but need not, include rights of the assigning Lender retains a Commitmentin respect of Competitive Loans. Upon such execution, or if delivery, acceptance and recording, from and after the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000effective date determined pursuant to such Assignment and Acceptance, (iix) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment Assignee thereunder shall be effected by means of an a party hereto and, to the extent provided in such Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Assumption AgreementAcceptance, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement (and, in the case of an Assignment and no further consent Acceptance covering all or action by any party shall be required. Upon the consummation remaining portion of any assignment pursuant to an assigning Lender's rights and obligations under this subsection (c)Agreement, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assigning Lender shall pay cease to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesbe a party hereto).

Assignments. Any Lender Either Bank may with the prior written consent of the Administrative Agent at any time time, with notice to Borrower and Agent, assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions reasonably acceptable to Agent (each Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “AssigneeAssignee Lender”) ), all or any fraction of such Bank’s Commitment (which assignment and delegation shall be of a portion constant, and not a varying, percentage of its rights all the assigning Lender’s Commitment) (each Lender from whom such assignment and obligations under this Agreement delegation is to be made, being hereinafter referred to as an “Assignor Lender”), but not less than an aggregate principal amount of Five Million Dollars ($5,000,000) and the Notesan integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof; provided, however, (i) any partial assignment that Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an amount at least equal Assignee Lender until (a) written notice of such as assignment; and delegation, together with payment instructions, addresses and related information with respect to $10,000,000 such Assignee Lender, shall have been given to Borrower and Agent by such Lender and such Assignee Lender, and (except b) Agent shall have received a processing fee of Three Thousand Dollars ($3,000) from such Lender or Assignee Lender and an executed assignment agreement in form and substance satisfactory to Agent. From and after the date that an assignment becomes effective as provided in the case of an assignment made at preceding paragraph, (a) the Assignee Lender thereunder shall be deemed automatically to have become a time at which there exists an Event of Default) after giving effect party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such assignment the assigning Assignee Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved in connection with such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as hereunder and under the case may be, as set forth in such Assignment and Assumption Agreementother Loan Documents, and (b) the transferor Lender Assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such assignment, shall be released from its obligations hereunder to a corresponding extenthereunder, and no further consent or action under the Loan Documents. Within five (5) Business Days after its receipt of notice of such assignment and associated documentation reasonably required by the Agent, Borrower shall execute and deliver to Agent (for delivery to the relevant Assignee Lender) new Notes (if requested by Agent in its sole discretion) evidencing such Assignee Lender’s assigned Commitments and, if the Assignor Lender has retained any party portion of its Commitment hereunder, replacement Notes evidencing such Assignor Lender’s retained portion of the Commitments (each such Note to be in exchange for, but not in payment of, the Note then held by such Assignor Lender). Each such replacement Note shall be requireddated the date of the predecessor Note. Upon Accrued interest on that part of the consummation of any assignment pursuant to this subsection (c), predecessor Note evidenced by the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriatereplacement Note, and accrued fees, shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment be paid as provided in the amount documentation effecting the Assignment. Accrued interest on that part of $4,500.00. Anything in this Section to the contrary notwithstandingpredecessor Note shall be paid by the Agent, no Lender may assign or participate any interest in any Loan held by it hereunder to following its receipt from the Borrower, to the Assignor Lender. Accrued interest and accrued fees shall be paid at the same time or any of its respective affiliates or Subsidiariestimes provided in the predecessor Note and in this Agreement. Any attempted assignment and delegation not made in accordance with this Section 16.1 shall be null and void.

Assignments. Any Lender may with the prior written consent of the The Program Agreements are not assignable by Seller. Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements pursuant to the Administration Agreement in each case only if (and subject to) the Seller having given its prior written consent to such assignment (which Seller may give or withhold in its sole and absolute discretion); provided, however, (i) any partial Seller’s prior written consent to an assignment shall not be in required if an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that and is continuing) continuing at the Borrower shall have approved time of such assignment; provided, which approvals further that Administrative Agent shall not maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be unreasonably withheld conclusive absent manifest error, and (iii) the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the foregoing provisions of this Section 22) and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as set forth in such Assignment and Assumption Agreementapplicable, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the Borrower shall make appropriate arrangements so the new Notes are issued other Program Agreements, any document or other information delivered to the Assignee and such transferor LenderAdministrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as appropriateapplicable, will cause such party to execute and shall update Schedule I attached hereto. In connection with any deliver a non-disclosure agreement whereby such assignment, the transferor Lender shall pay party agrees to the keep such information delivered by Administrative Agent an administrative fee for processing or Buyers to such assignment party confidential, on substantially similar terms as set forth in the amount Section 32 of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesAgreement.

Assignments. Any Lender may with the prior written consent The Program Agreements are not assignable by any Seller Party or Guarantor. Subject to Section 36 (Acknowledgement of the Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverthat, unless an Event of Default has occurred, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at by a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, Committed Buyer or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) an assignment to a non-Affiliate of Administrative Agent or Buyers, shall, in each case, require Seller’s prior consent, such consent not to be unreasonably withheld; provided, further, that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (provided no Event “Assignment and Acceptance”), specifying the percentage or portion of Default has occurred that such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is continuing) recorded in the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them pursuant to this Section to an assignee which assumes the obligations of Administrative Agent and Buyers, as set forth in such Assignment and Assumption Agreementapplicable, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller Parties shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignmentprospective or actual assignee this Agreement, the transferor Lender shall pay other Program Agreements, any document or other information delivered to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held and/or Buyers by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSeller Parties.

Assignments. Any Lender may with the prior written consent The Program Agreements are not assignable by any Seller Party. Subject to Section 36 (Acknowledgement of the Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverhowever that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of any Seller Party, for review by any Seller Party upon written request, a register of assignees and participants (ithe “Register”) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case a copy of an executed assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the and acceptance by Administrative Agent and assignee (provided no Event “Assignment and Acceptance”), specifying the percentage or portion of Default has occurred that such rights and obligations assigned and Seller shall only be required to deal directly with the Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and the Seller Parties, Administrative Agent and Buyers shall treat each Person whose name is continuing) recorded in the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and Buyers, as set forth in applicable or (ii) another Person approved by any Seller Party (such Assignment approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Assumption AgreementBuyers, and the transferor Lender shall as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant to this subsection (c)Assignment and Acceptance, the transferor Lender, the Seller Parties shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignmentprospective or actual assignee this Agreement, the transferor Lender shall pay other Program Agreements, any document or other information delivered to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate and/or Buyers by any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSeller Party.

Assignments. Any Lender may with (a) With the prior written consent of the Administrative Agent at any time and the Borrower, which consent shall not be unreasonably withheld, each Lender may assign to one or more Eligible Assignees (each an “Assignee”) other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the outstanding Loans made by it and the NotesNote or Notes held by it); provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at to an Affiliate of such Lender or a time at which there exists an Event Person that, immediately prior to such assignment, was a Lender, the amount of Defaultthe Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) after giving effect shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior 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 at least (z) $10,000,0005,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower each such assignment shall have approved such assignmentbe to an Eligible Assignee, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitment) under each of the Term Loans and the Revolving Loans, and (iv) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Assumption AgreementAcceptance, together with any Note or Notes subject to such assignment, and will pay a processing fee of $3,000 to the Agent for its own account. Upon execution such execution, delivery, acceptance and delivery recording of such instrument the Assignment and payment by such Assignee to such transferor Lender of an amount equal to Acceptance, from and after the purchase price agreed between such transferor Lender and such Assignee, such Assignee effective date specified therein (a) the assignee thereunder shall be deemed a party hereto and, to be a Lender party the extent that rights and obligations hereunder have been assigned to this Agreement it pursuant to such Assignment and Acceptance, shall have all the rights and obligations of a such Lender hereunder with a Commitment and/or Loansrespect thereto and (b) the assigning Lender shall, as to the case may be, as set forth in extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement (and, in the case of an Assignment and no further consent Acceptance covering all or action by any party shall be required. Upon the consummation remaining portion of any assignment pursuant to such assigning Lender's rights and obligations under this subsection (c)Agreement, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay cease to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesbe a party hereto).

Assignments. Any The Lender may may, in the ordinary course of its business and in accordance with the prior written consent of the Administrative Agent applicable law, at any time assign to one or more Eligible Assignees banks or other entities (each an “Assignee”"Purchasers") all or a portion any part of its rights and obligations under this Agreement and the NotesLoan Documents. The Borrowers hereby agree to execute any amendment and/or any other document that may be necessary to effectuate such an assignment. Such assignment shall be evidenced by the Lender's standard form of assignment agreement. The consent of the Borrower shall be required prior to an assignment becoming effective with respect to a Purchaser that is not a Lender or an affiliate thereof; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at that if a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that and is continuing) , the consent of the Borrower shall have approved such assignment, which approvals not be required. Such consent shall not be unreasonably withheld and (iii) each or delayed. Upon delivering to the Borrowers a notice of assignment, together with any required consent, such assignment shall be effected by means become effective on the effective date specified in such notice of an Assignment assignment. On and Assumption Agreement. Upon execution and delivery after the effective date of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassignment, such Assignee Purchaser shall be deemed to for all purposes be a Lender party to this Agreement and the other Loan Documents and shall have all the rights and obligations of a Lender with a Commitment and/or Loansunder the Loan Documents, to the same extent as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentif it were an original party thereto, and no further consent or action by any party the Borrowers shall be requiredrequired to release the Lender with respect to the percentage of the Revolving Commitment or Term A Loan Commitment and Loans assigned to such Purchaser. Upon the consummation of any such assignment pursuant to this subsection (c)a Purchaser, the transferor Lender, the Administrative Agent Lender and the Borrower shall Borrowers shall, if the Lender or the Purchaser desires, make appropriate arrangements so the that new Notes promissory notes or, as appropriate, replacement promissory notes, are issued to the Assignee Lender and such transferor LenderPurchaser, in each case in principal amounts reflecting their respective Revolving Commitment or Term A Loan Commitments, as appropriate, and shall update Schedule I attached hereto. In connection with any adjusted pursuant to such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Each New Credit Agreement Lender may may, with the prior written consent of the Administrative Borrower and the Agent at any time (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 (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 5,000,000 of the Loans of such New Credit Agreement Lender or Commitments of such New Credit Agreement Lender and in integral multiples of $1,000,000 above such amount (except in or the case remaining amount of an assignment made at a time at which there exists an Event of Default) after giving effect to Loans or Commitments held by such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000New Credit Agreement Lender), (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this assigning New Credit Agreement and shall have all the Lender's rights and obligations under the Loans or Commitment being assigned and (iii) unless otherwise agreed to by the Borrower and the Agent, such New Credit Agreement Lender proposing to assign all or a portion of its Revolving Committed Amount shall be required to assign to such Eligible Assignee or Assignees (to the extent held by such New Credit Agreement Lender) an identical percentage of the Tranche A Term Loan Committed Amount of such New Credit Agreement Lender. Any assignment hereunder shall be effective upon (i) satisfaction of the conditions set forth above, (ii) delivery to the Agent of a Lender duly executed assignment agreement together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth Agent for its own account and (iii) the recordation of an appropriate entry with respect to such assignment in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder Register pursuant to a corresponding extent, and no further consent or action by any party shall be requiredthis Section 11.3. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a "New Credit Agreement Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning New Credit Agreement Lender shall pay be relieved of its obligations hereunder to the Administrative Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning New Credit Agreement Lender and to the assignee separate promissory notes in the amount of $4,500.00their 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). Anything By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning New Credit Agreement Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the contrary notwithstandingother parties hereto as follows: (i) such assigning New Credit Agreement Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning New Credit Agreement Lender makes no Lender may assign representation or participate warranty and assumes no responsibility with respect to any interest statements, warranties or representations made in or in connection with this Credit Agreement, any Loan held by it hereunder to of the Borrowerother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its respective affiliates obligations under this Credit Agreement, any of the other Credit Documents or Subsidiariesany other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning New Credit Agreement Lender or any other New Credit Agreement Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the 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 (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 New Credit Agreement Lender.

Assignments. Any Lender may at any time, with ----------- the prior written consent of the Administrative Agent at any time each Borrower (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees commercial lending institutions (each Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee”"Assignee Lender") with a short term unsecured debt or uninsured --------------- certificate of deposit rating at the time of such assignment of at least A (or the equivalent) from each of Xxxxx'x and S&P, all or any fraction of such Lender's total Loans and Commitment (which assignment and delegation shall be of a portion constant, and not a varying, percentage of its rights all the assigning Lender's Loans and obligations under this Agreement and the NotesCommitment) in a minimum aggregate amount of $5,000,000; provided, however, (i) -------- ------- that any partial assignment such Assignee Lender will comply, if applicable, with the provisions contained in the last paragraph of Section 4.6 and further, provided, however, ----------- ------- -------- ------- that, the Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an amount at least equal to $10,000,000 Assignee Lender until (a) written notice of such assignment and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect delegation, together with payment instructions, addresses and related information with respect to such assignment the assigning Lender retains a CommitmentAssignee Lender, or if the Commitments shall have been terminatedgiven to the Borrowers and the Administrative Agent by such Lender and such Assignee Lender; (b) such Assignee Lender shall have executed and delivered to the Borrowers and the Administrative Agent a Lender Assignment Agreement, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) accepted by the Administrative Agent and the Borrowers; and (provided no Event of Default has occurred that is continuingc) the Borrower processing fees described below shall have approved been paid. From and after the date that the Administrative Agent and the Borrowers accept such assignmentLender Assignment Agreement, which approvals shall not be unreasonably withheld and (iiix) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such the Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed automatically to be have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender party to this Agreement and in connection with such Lender Assignment Agreement, shall have all the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with a Commitment and/or Loans, as the case may be, as set forth in such Lender Assignment and Assumption Agreement, shall relinquish its rights and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredunder the other Loan Documents. Upon the consummation Within five Business Days after its receipt of any assignment pursuant to this subsection (c), the transferor Lender, notice that the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignmenthas received an executed Lender Assignment Agreement, the transferor Lender Borrowers shall pay execute and deliver to the Administrative Agent an administrative (for delivery to the relevant Assignee Lender) new Notes evidencing such Assignee Lender's assigned Loans and Commitment and, if the assignor Lender has retained Loans and a Commitment hereunder, replacement Notes in the principal amount of the Loans and Commitment retained by the assignor Lender hereunder (each such Note to be in exchange for, but not in payment of, that Note then held by such assignor Lender). Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the applicable Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be allocated as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Note and in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee for processing such assignment to the Administrative Agent upon delivery of any Lender Assignment Agreement in the amount of $4,500.003,500 (which may be waived in whole or in part by the Administrative Agent). Anything Any attempted assignment and delegation not made in accordance with this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.10.11.1 shall be null and void. ---------------

Assignments. Any (a) Subject to and in accordance with Section 10.1 of the Participation Agreement, any Lender may may, in the ordinary course of its business and in accordance with applicable law, at any time and from time to time assign to any Lender or any affiliate of any Lender or, with the prior written consent, subject to Section 9.1 of the Participation Agreement, of the Borrower and the Agent (which in each case shall not be unreasonably withheld or delayed and which consent of the Administrative Agent at Borrower shall not be required during the continuation of any time assign Event of Default), to one an additional bank, financial institution or more Eligible Assignees other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (each an “Assignee”each, a "Purchasing Lender") all or a portion any part of its rights and obligations under this Agreement and the Notesother Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit B, executed by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 9.1 of the Participation Agreement, by the Borrower and the Agent) and delivered to the Agent for its acceptance and recording in the Register; provided, however, that no such assignment to a Purchasing Lender (iother than any Lender or any affiliate thereof) any partial assignment shall be in an aggregate principal amount at least equal to less than $10,000,000 and 5,000,000 (except other than in the case of an assignment made at of all of a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to Lender's interests under this Agreement and the Notes). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Assumption AgreementAcceptance, and the transferor Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredhereto). Upon Notwithstanding anything to the consummation of any assignment pursuant to contrary in this subsection (c)Agreement, the transferor Lender, the Administrative Agent and consent of the Borrower shall make appropriate arrangements so not be required, and, unless requested by the relevant Purchasing Lender and/or assigning Lender, new Notes are issued shall not be required to the Assignee be executed and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held delivered by it hereunder to the Borrower, or for any assignment which occurs at any time when any of its respective affiliates or Subsidiariesthe events described in Section 6(g) shall have occurred and be continuing.

Assignments. Any Lender may with the prior written consent of the Administrative Agent may, at any time time, assign to one or more Eligible Assignees any Person (each an “Assignee”) all or a portion any part of its rights and obligations under this Agreement and the Notes; providedother Loan Documents, provided however, that unless such assignment is being effectuated in connection with a sale or merger or other change of ownership involving Lender, Lender shall inform Borrower not less than ten (i10) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect Business Days prior to such assignment the assigning Lender retains a Commitmentof its intention, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the shall then exist, Borrower shall have approved five (5) Business Days to consent to any such assignmentAssignee, which approvals such consent shall not be unreasonably withheld (and Xxxxxxxx’s failure to respond within such five (iii5) each Business Day period shall result in Borrower’s deemed approval of such Loan Participant). If Lender only assigns part of its rights and obligations under this Agreement, Lender, to the extent permitted under Applicable Laws, shall remain the agent to Borrower while Lender retains any part of its rights and obligations under the Loan Documents. In no event shall Borrower be obligated to pay for, incur any charges in connection with, or reimburse Lender or any Assignee for, any costs incurred in connection with any such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to or assume any obligations or liabilities not otherwise set forth in this Agreement and the other Loan Documents. In the event of any such assignment by Xxxxxx of an interest to an Assignee, from and after the effective date of such assignment, (i) the Assignee thereunder shall be a party hereto and have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreementhereunder, and the transferor (ii) Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an assignment covering all or the remaining portion of Lender’s rights and obligations under this Agreement, Lender shall cease to be a corresponding extent, and no further consent or action by any party shall be requiredhereto). Upon the consummation effective date of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender and if required by any Assignee, Xxxxxxxx shall pay execute and deliver to the Administrative Agent Assignee, a new Note to the order of the Assignee in an administrative fee for processing amount equal to such Assignee’s Loan Commitment. Such new Note shall be dated as of the date of the Closing Date but all amounts due and payable thereunder shall only accrue from and be payable after the effective date of the assignment and shall otherwise be in the amount same form as the Note replaced thereby. In no event shall there be duplication of $4,500.00payments due to any assigning Lender or the Assignee under any Note. Anything in The Note replaced thereby shall be marked “cancelled” and returned to Borrower with a legend indicating that it has been replaced. In addition to the assignments permitted under this Section to the contrary notwithstanding10.3, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, and pledge all or any portion of the Loan to any Federal Reserve Lender as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by the Federal Reserve Lender. No such assignment shall release Lender from its respective affiliates or Subsidiariesobligations hereunder.

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Agent, the Issuing Lender (each for an “Assignee”) all or a portion assignment of its rights and obligations under this Agreement the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between remaining Commitment and Loans held by the assigning Lender. The Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $4,000. No assignment may be made to any Person if at the time of such Assigneeassignment the Borrower would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than the Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrower will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and requiring its consent hereunder unless the Borrower shall make appropriate arrangements so the new Notes are issued has expressly objected to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that (ia) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made 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 time at Lender or a Lender Affiliate, the aggregate amount of the Commitment (which there exists an Event for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of Default) after giving effect the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Acceptance with respect to such assignment is delivered to the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, Administrative Agent) shall not be less than $2,500,000 unless each of at least $10,000,000, (ii) the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned, provided, however, that nothing contained herein shall restrict any Lender from making a non pro-rata assignment of its Loans; (c) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is continuingthe proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (d) the Borrower parties to each assignment shall have approved such assignmentexecute and deliver to the Administrative Agent an Assignment and Acceptance, which approvals together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be unreasonably withheld a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and (iii) recording thereof by the Administrative Agent pursuant to Section 16.3, from and after the effective date specified in each such assignment Assignment and Acceptance, the Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto), provided that the assigning Lender shall continue to be entitled to the benefits of Sections 6.2.2, 6.6, 6.8, 6.9 and no further consent 17.3 with respect to facts and circumstances occurring prior to the effective date of such assignment and shall continue to be liable for obligations accrued prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent Credit Agreement as a sale by such Lender of a participation in such rights and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection obligations in accordance with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries16.4.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of any Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such Loan No. 102919 assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of Agent and Issuing Lender (for an assignment of the Revolving Loans and the Notes; providedRevolving Loan Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that and is continuing) , the Borrower shall have approved Borrower, such assignment, which approvals shall consent not to be unreasonably withheld and (iii) each or delayed by Borrower; provided, that no such assignment consent shall be effected required for an assignment (i) in the case of the Term Loans, by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement a Lender or an Affiliate or Related Fund of a Lender or (ii) in the case of Revolving Loans and shall have all the rights and obligations of Revolving Loan Commitments, by a Lender to a Lender with a Commitment and/or LoansRevolving Loan Commitment. Except as Agent may otherwise agree, as any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Related Fund of a Lender) shall be in a minimum aggregate amount equal to $2,000,000 (or, $1,000,000, in the case may beof the Term Loan) or, if less, the Commitment or the principal amount of the Loan being assigned or other amounts acceptable to Agent and Borrower, it being agreed that concurrent assignments to entities that are Related Funds after giving effect thereto will be treated as set forth in one assignment for purposes of such Assignment minimum assignment amounts. Borrower and Assumption Agreement, and the transferor Lender Agent shall be released from its obligations hereunder entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid (and not reimbursed by the Loan Parties) by the Lender to whom such interest is assigned; provided, that no such fee shall be payable in connection with any assignment by a Lender to a corresponding extent, Lender or an Affiliate or Related Fund of a Lender and no further consent or action by any party provided that only one such fee shall be requiredpayable in connection with concurrent assignments to two or more entities that are Related Funds after giving effect thereto. Upon No assignment may be made to any Person if at the consummation time of such assignment Borrower would be obligated to pay any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued greater amount under Section 3 to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall than Borrower is then obligated to pay to the Administrative Agent an administrative fee for processing assigning Lender under such Sections (and if any assignment is made in violation of the amount of $4,500.00foregoing, Borrower will not be required to pay such greater amounts). Anything Any attempted assignment not made in accordance with this Section to 10.8.1 shall be treated as the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any sale of its respective affiliates or Subsidiariesa participation under Section 10.8.2.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of SCHEDULE 10.3(B), however, to (i) any partial Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; PROVIDED that (i) any such assignment (other than any assignment to an existing Lender) shall be in an a minimum aggregate amount at least equal to of $10,000,000 and 5,000,000 (except in or, if less, the case remaining amount of an assignment made at a time at which there exists an Event the Commitment being assigned by such Lender) of Default) 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, and in integral multiples of at least $10,000,0001,000,000 above such amount, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that and is continuing) the Borrower , no Lender shall have approved assign more than 50% of such assignment, which approvals shall not be unreasonably withheld Lender's original Commitment and (iii) each such assignment shall be effected by means of an Assignment a constant, not varying, percentage of all such Lender's rights and Assumption obligations under this Credit Agreement. Upon execution Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and delivery after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such instrument and payment by such Assignee to such transferor Lender of an amount equal assignment in the Register pursuant to the purchase price agreed between terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such transferor assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and such Assigneeto the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), such Assignee the assigning Lender thereunder and the assignee thereunder shall be deemed to be a confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender party to this Agreement warrants that it is the legal and shall have all beneficial owner of the rights interest being assigned thereby free and obligations clear of a Lender with a Commitment and/or Loans, as the case may be, any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, and any of the transferor Lender shall be released from its obligations hereunder to a corresponding extentother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, and no further consent or action by the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any party shall be required. Upon of the consummation other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariesthe performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the 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 (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. Any Lender Buyer may at any time assign such Xxxxx’s rights and obligations hereunder and under the other Transaction Documents by way of assignment to any Eligible Assignee in accordance with clause (d) of this Section 22.17 only after obtaining the prior written consent of the Administrative Agent at Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Seller’s consent shall not be required to the extent (i) the proposed Eligible Assignee is an Affiliate of the assigning Buyer or (ii) a Default or Event of Default shall have occurred and be continuing. Any other attempted assignment or transfer by any time assign Buyer shall be deemed to one or more Eligible Assignees (each an “Assignee”) be null and void. Each assignment by a Buyer of all or a any portion of its rights and obligations hereunder and under this Agreement and the Notes; providedother Transaction Documents, however, (i) any partial assignment shall be in an amount at least equal subject to $10,000,000 the following terms and conditions: (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiA) each such assignment shall be effected by means in a minimum amount of the lesser of (x) Five Million Dollars ($5,000,000) or such lesser amount as the Seller shall consent to (which consent shall not be unreasonably withheld, conditioned or delayed) and (y) the entire remaining amount of assigning Buyer’s Committed Sum; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Buyer’s rights and obligations under this Agreement, and (C) the parties to any assignment shall execute and deliver to Agent an Assignment and Assumption Agreementsubstantially (as determined by Agent) in the form attached hereto as Exhibit E (with appropriate insertions acceptable to Agent), together with a processing and recordation fee in the amount, if any, required as set forth in the Assignment and Assumption. Upon execution Until the Assignment and delivery Assumption becomes effective in accordance with its terms, and Agent has confirmed that the assignment satisfies the requirements of such instrument this Section 22.17, the Seller and payment by such Assignee the Agent shall be entitled to such transferor Lender continue to deal solely and directly with the assigning Buyer in connection with the interest so assigned. From and after the effective date of an amount equal to each Assignment and Assumption that satisfies the purchase price agreed between such transferor Lender and such Assigneerequirements of this Section 22.17, such Assignee the assignee thereunder shall be deemed to be a Lender party to this Agreement and Agreement, such assignee shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, Buyer under this Agreement and the transferor Lender other Transaction Documents (including without limitation the right to receive fees payable hereunder in respect of the period following such assignment) and the assigning Buyer shall relinquish its rights and be released from its obligations hereunder to a corresponding extent, under this Agreement and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.the

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder, pursuant to an assignment agreement substantially in the Notes; providedform of Exhibit 11.3, however, to (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentLender, or if the Commitments have been terminatedany Affiliate or Subsidiary of a Lender, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Administrative Securities and Exchange Commission) reasonably acceptable to the Agent and (provided and, so long as no Default or Event of Default has occurred that and is continuing) , the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each Borrower; provided that any such assignment shall (i) unless to a Lender or an Affiliate of a Lender, be effected by means in a minimum aggregate amount of an Assignment $5,000,000 of the Commitments and Assumption Agreement. Upon execution and delivery in integral multiples of $1,000,000 above such instrument and payment amount (or the remaining amount of Commitments held by such Assignee to such transferor Lender Lender) and (ii) be of an amount equal to a constant, not varying, percentage of all of the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Agent of a Lender duly executed assignment agreement together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the Administrative Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500.00their respective interests substantially in the form of the original Notes (but with notation thereon that it is given in substitution for and replacement of the original Notes or any replacement notes thereof). Anything in this Section to Notwithstanding the contrary notwithstandingabove, no a Lender may assign all or participate a portion of its Commitments to another Lender without the consent of the Borrower and without regard to any minimum amount of such assignment. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such -100- 101 assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any Loan held by it hereunder to statements, warranties or representations made in or in connection with this Credit Agreement, any of the Borrowerother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its respective affiliates obligations under this Credit Agreement, any of the other Credit Documents or Subsidiariesany other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the 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 (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. Any Each Lender may make assignments to any Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the prior written consent re-assignment back to it free of any interests of the Administrative Agent at any time Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”) all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Credit Documents so long as (i) the assignor Lender and Assignee execute and deliver to the Administrative Agent, the LC Issuing Bank and the Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial assignment shall be in an amount at least equal to $10,000,000 instance and (except in is not required by the case of an assignment made at a time at which there exists Borrower if an Event of DefaultDefault has occurred and is continuing) after giving effect an assignment and assumption agreement in substantially the form of Exhibit E (an “Assignment”) and pay to such assignment the assigning Lender retains Administrative Agent a Commitmentprocessing fee of $1,000 (which payment obligation is the sole liability, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balancejoint and several, of at least $10,000,000that Lender and Assignee), (ii) the Administrative Agent and (provided no Event assignment must be for a minimum total Commitment of Default has occurred that is continuing) $5,000,000, and, if the Borrower shall have approved such assignmentassignor Lender retains any Commitment, which approvals shall not it must be unreasonably withheld a minimum total Commitment of $10,000,000, and (iii) each such the conditions for that assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such the applicable Assignment and Assumption Agreement, are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreed to by the Borrower and the transferor Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender shall be released from its obligations hereunder and the Assignee to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower for acceptance. Once such Assignment is accepted by the Administrative Agent, the LC Issuing Bank and the Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in it (A) the Assignee automatically shall make become a party to this Agreement and, to the extent provided in that Assignment, shall have the Rights and obligations of a Lender under the Credit Documents, (B) in the case of an Assignment covering all of the remaining portion of the assignor Lender’s Rights and obligations under the Credit Documents, the assignor Lender shall cease to be a party to the Credit Documents, (C) the Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate arrangements so Notes in accordance with this Agreement following the new transfer, (D) upon delivery of the Notes are issued under clause (C) the assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be automatically amended to reflect the name, address, telecopy number and Commitment of the Assignee and such transferor the remaining Commitment (if any) of the assignor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder shall prepare and circulate to the Borrower, or the LC Issuing Bank and the Lenders an amended Schedule 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and transfers of its respective affiliates or Subsidiaries(as opposed to participations in) principal of and interest on the Obligations may be made only in accordance with this Section.

Assignments. Any It is understood and agreed that each Lender may with shall have the prior written consent of the Administrative Agent right to assign at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights Commitment and obligations under this Agreement interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Notes; providedTerm Loan to any Person, however, provided that: (i) any partial each such assignment shall be in an a minimum amount at least of $5,000,000 (or, if less, in a minimum amount equal to $10,000,000 all of such Lender's Commitment and (except interests in the case risk relating to any Revolving Credit Loans and outstanding Letters of an assignment made at a time at which there exists an Event Credit and/or its Term Loan Percentage of Default) 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 at least $10,000,000, Term Loan); (ii) the Administrative Agent and (provided and, so long as no Event of Default has occurred that and is continuing) , the Borrower Parent, shall have approved consented to such assignment, which approvals each such consent not to be unreasonably withheld; provided that the consent of the Administrative Agent and the Parent shall not be unreasonably withheld required, and the minimum assignment amount shall not apply, if the assignment is to a Lender, an Affiliate of a Lender or an Approved Fund so long as such assignment would not result in increased costs to the Borrowers hereunder; and (iii) each such assignment shall be effected by means of the proposed assignee and the assigning Lender execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and Assumption AgreementAcceptance in the form attached hereto as Exhibit D (in each case, an "Assignment and Acceptance"). Upon the execution and delivery of such instrument Assignment and payment by such Assignee to such transferor Lender of an amount equal Acceptance, (A) to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)extent applicable, the transferor LenderBorrowers, the Administrative Agent and the Borrower if requested, shall make appropriate arrangements so the new Notes are issued issue to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment assignee applicable Notes in the amount of $4,500.00. Anything such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in this Section substantially the form of the Notes executed and delivered to the contrary notwithstandingLenders on the Effective Date and, no Lender may assign or participate any interest in any Loan held by it hereunder if applicable, the assignor shall return to the Borrower, Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $2,500 to the Administrative Agent; provided that only one such fee shall be payable in the event of simultaneous assignments to or any of its respective affiliates by two or Subsidiariesmore Approved Funds.

Assignments. (i) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Advances and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; providedand, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, (which approvals consents shall not be unreasonably withheld or delayed and shall not be required (iiii) each from the Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or (ii) from the Administrative Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between Commitment or the principal amount of the Advances being assigned. The Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the Lender to whom such Assigneeinterest is assigned; provided, that no such Assignee fee shall be payable in connection with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender. Any attempted assignment not made in accordance with this Section 11.1(a)(i) shall be null and void. The Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and requiring its consent hereunder unless the Borrower shall make appropriate arrangements so the new Notes are issued has expressly objected to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

Assignments. Any Lender may with the prior written consent The Program Agreements are not assignable by Seller. Subject to Section 42 (Acknowledgement of the Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverhowever that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (ithe “Register”) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case a copy of an executed assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the and acceptance by Administrative Agent and assignee (provided no Event “Assignment and Acceptance”), specifying the percentage or portion of Default has occurred that such rights and obligations assigned and Seller shall only be required to deal directly with the Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is continuing) recorded in the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and Buyers, as set forth in applicable or (ii) another Person approved by Seller (such Assignment approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Assumption AgreementBuyers, and the transferor Lender shall as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement the Borrower shall make appropriate arrangements so the new Notes are issued other Program Documents, any document or other information delivered to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held and/or Buyers by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSeller.

Assignments. Any Notwithstanding the foregoing, any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights Commitment and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal its outstanding Notes to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment**or assign all, or if the Commitments have been terminatedless than all, holds Notes having an aggregate outstanding principal balance, of a portion equal to at least $10,000,000, (ii) **in the Administrative Agent aggregate face amount of Notes and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument Commitment (and payment by such Assignee related Obligations) to such transferor Lender one or more Eligible Assignees, each of an amount equal which assignees referred to the purchase price agreed between such transferor Lender and such Assignee, such Assignee in Section 9.8(c) shall be deemed to be become a Lender party to this Agreement and shall have all the rights and obligations as a Lender by execution of a Lender with supplement hereto in the form of Exhibit F (a Commitment and/or Loans“Transfer Supplement”) hereto, provided that such transfer or assignment will not be effective until recorded by the Collateral Agent on the Register pursuant to Section 9.8(d) hereof; provided that no such transfer or assignment will increase the Borrower’s obligations under Article V hereof, based on the applicable laws in effect (or scheduled to take effect) at the time of such transfer or assignment, as compared with the case may be, as set forth in liabilities that Borrower would have ** Confidential Treatment Requested. incurred had such Assignment and Assumption Agreement, and transfer or assignment not taken place. To the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation extent of any assignment pursuant to this subsection Section 9.8(c) (cother than an assignment to a Qualified Affiliate pursuant to the preceding sentence), the transferor Lenderassigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. At the time of each assignment pursuant to this Section 9.8(c) to a Person which is not already a Lender hereunder, the Administrative Agent respective assignee Lender shall provide to the Borrower and the Collateral Agent the Internal Revenue Service forms (and, if applicable, a Certificate re Non-Bank Status) required by Section 5.3(c)(i). Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and provide such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In cooperation in connection with any such assignmenttransfer or assignment as any Transaction Agent, the transferor assigning Lender shall pay to or the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no assignee Lender may assign or participate any interest in any Loan held by it hereunder request, including, but not limited to, amending the insurance covering the Collateral so as to the Borrowername such assignee as an additional insured thereunder, or any of its respective affiliates or Subsidiariesif so requested.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “"Assignee”") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000; (iii) after giving effect to any such assignment by the Agent, the Agent in its capacity as a Lender shall retain a Commitment, or if the Commitments have been terminated, hold Notes having an aggregate outstanding principal balance, greater than or equal to the Commitment of each other Lender (ii) the Administrative Agent other than any Lender whose Commitment has increased as a result of a merger or combination with another Lender); and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Acceptance Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Acceptance Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,000. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of its their respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Agent, the L/C Issuers (each for an “Assignee”) all or a portion assignment of its rights and obligations under this Agreement the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) the Borrower shall have approved such assignmentexists, Borrowers (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between remaining Commitment and Loans held by the assigning Lender. Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit G hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such Assigneeassignment Borrowers would be obligated to pay any greater amount under Sections 4.2.1 or 4.4 to the Assignee than Borrowers are then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 19.1.1 shall be treated as the sale of a participation under Section 19.1.2. Borrowers shall be deemed to be a Lender party have granted their consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless Borrowers have expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three (3) Business Days after notice thereof.

Assignments. Any The Lender may may, with the prior written consent of the Administrative Agent at any time Borrower (which consent shall not be unreasonably withheld or delayed), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, the Lender’s Commitment (or any portion or element thereof), the Loans, the Note and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the NotesRequired Ratings; provided, however, provided that the consent of the Borrower for any assignment shall not be required if (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at A) a time at which there exists Default or an Event of DefaultDefault is continuing or (B) 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 at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred within the 60-day period preceding such assignment (even if such Event of Default is no longer continuing), (ii) such assignment is (A) to an Affiliate of the Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as the Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that is continuing) the Borrower shall have approved review and approval rights over the documents relating to such assignment). No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be in an aggregate amount less than (unless the entire Commitment and outstanding Loans of the assigning Lender is so assigned) $5,000,000. If the Lender so sells or assigns all or a part of its rights hereunder or under the Note, which approvals any reference in this Agreement or the Note to the Lender shall not be unreasonably withheld thereafter refer to the Lender and (iii) each to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 8.05(b) shall be effected by means of the assigning Lender and the assignee Lender executing an Assignment and Assumption Agreement (an “Assignment Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee”), such Assignee which Assignment Agreement shall be deemed to be a Lender party to this Agreement and shall have all substantially in the rights and obligations form of a Lender with a Commitment and/or Loans, as Exhibit C (appropriately completed). At the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation time of any assignment pursuant to this subsection (cSection 8.05(b), this Agreement shall be deemed to be amended to reflect the transferor Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender, the Administrative Agent ) and the Borrower shall make appropriate arrangements so if requested in writing by the assignee or assigning Lender issue new Notes are issued to the Assignee respective assignee and such transferor Lenderto the assigning Lender in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this Section 8.05(b), as appropriate, and the assigning Lender shall update Schedule I attached heretobe relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment, the transferor Lender and the Borrower agree to execute such documents (including amendments to this Agreement and the other Credit Documents) as shall pay be reasonably necessary to effect the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00foregoing. Anything Nothing in this Section Agreement shall prevent or prohibit the Lender from pledging the Note or Loans to a Federal Reserve Bank in support of borrowings made by the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesfrom such Federal Reserve Bank.

Assignments. Any Lender may with BANK shall have the prior written consent of the Administrative Agent unrestricted right, at BANK's expense, at any time or from time to time, on prior notice to BORROWER but without the need for BORROWER's consent, to assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under hereunder to one or more banks or other financial institutions (each, an "Assignee"), and BORROWER agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as BANK shall deem necessary to effect the Notes; providedforegoing. In addition, howeverat the request of BANK and any such Assignee, (i) BORROWER shall issue one or more new promissory notes, as applicable, to any partial assignment such Assignee and, if BANK has retained any of its rights and obligations hereunder following such assignment, to BANK, which new promissory notes shall be issued in an replacement of, but not in discharge of, the liability evidenced by the promissory note held by BANK prior to such assignment and shall reflect the amount at least equal to $10,000,000 of the respective commitments and (except in the case of an assignment made at a time at which there exists an Event of Default) loans held by such Assignee and BANK after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by BANK in connection with such instrument assignment, and the payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender to by BANK, and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations of a Lender with a Commitment and/or LoansBANK hereunder (and under any and all other guaranties, as documents, instruments and agreements executed in connection herewith) to the case may be, as set forth in extent that such Assignment rights and Assumption Agreementobligations have been assigned by BANK pursuant to the assignment documentation between BANK and such Assignee, and the transferor Lender BANK shall be released from its obligations hereunder and thereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment Nothing in the amount foregoing shall increase any financial obligation of $4,500.00BORROWER hereunder. Anything Notwithstanding anything else in this Section to 8.4 or in Section 8.5 below, the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.following shall apply:

Assignments. Any In the event the Lender may with the prior written consent shall assign all or any portion of its Commitment and outstanding Advances to another financial institution as provided in Section 8.07 of the Administrative Agent at any time assign Existing Credit Agreement as incorporated by reference herein, then notices and payments to the assignee hereunder shall be given or sent to such addresses or accounts as the assignee shall specify in one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal notices to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignmentand, which approvals shall not be unreasonably withheld and (iii) each if such assignment shall be effected a partial assignment, to the Lender. In the event of a partial assignment by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor the Lender of an amount its Commitment and outstanding Advances, then (a) each of the Lender and its assignee shall be a “Lender” hereunder with a “Commitment” equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed portion of the original Commitment retained by or assigned to be a Lender party to this Agreement it and shall have all the rights and obligations of a Lender with a respect to the Commitment and/or Loans, as and Advances held by it; (b) all provisions of the case may be, as set forth in such Assignment and Assumption Agreement, Existing Credit Agreement related to the making of payments and the transferor Lender shall be released from its obligations hereunder furnishing of notices by, to a corresponding extent, and no further consent or action by any party shall be required. Upon through the consummation of any assignment pursuant to this subsection (c)Agent, the transferor Lender, making of determinations and granting of approvals by the Administrative Agent and the Borrower duties, indemnification, reimbursement and exculpation of the Agent, or otherwise benefitting the Agent (including, without limitation, Article VII of the Existing Credit Agreement), shall make appropriate arrangements so the new Notes are issued without further act be incorporated by reference herein mutatis mutandis notwithstanding any other provision herein to the Assignee contrary, and all references in such transferor incorporated provisions to “Citibank” in its capacity as Agent shall be deemed to be references to the original Lender, as appropriate, which shall for all purposes constitute and perform the duties of the Agent for itself and the other Lender or Lenders under this Agreement (but shall update Schedule I attached hereto. In connection with any receive no fee from the Borrower for performing such assignment, duties); (c) the transferor Lender shall pay reference to the Administrative Agent an administrative fee for processing such assignment “Lender” in the amount definition of $4,500.00. Anything in this Section Eurodollar Rate shall be deemed to refer to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held Agent and (d) Section 2.18 of the Existing Credit Agreement shall without further act be incorporated by it hereunder to the Borrower, or any reference herein mutatis mutandis. [The remainder of its respective affiliates or Subsidiaries.this page is intentionally left blank]

Assignments. Any Lender may with LENDER shall have the prior written consent of the Administrative Agent unrestricted right, at LENDER's expense, at any time or from time to time, on prior notice to the BORROWERS but without the need for any BORROWER's consent, to assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under hereunder to one or more banks or other financial institutions (each, an "ASSIGNEE"), and each BORROWER agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as LENDER shall deem necessary to effect the Notes; providedforegoing. In addition, howeverat the request of LENDER and any such Assignee, (i) the applicable BORROWER shall issue one or more new promissory notes, as applicable, to any partial assignment such Assignee and, if LENDER has retained any of its rights and obligations hereunder following such assignment, to LENDER, which new promissory notes shall be issued in an replacement of, but not in discharge of, the liability evidenced by the promissory note held by LENDER prior to such assignment and shall reflect the amount at least equal to $10,000,000 of the respective commitments and (except in the case of an assignment made at a time at which there exists an Event of Default) loans held by such Assignee and LENDER 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 at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by LENDER in connection with such instrument assignment, and the payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender to by LENDER, and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations of a Lender with a Commitment and/or LoansLENDER hereunder (and under any and all other guaranties, as documents, instruments and agreements executed in connection herewith) to the case may be, as set forth in extent that such Assignment rights and Assumption Agreementobligations have been assigned by LENDER pursuant to the assignment documentation between LENDER and such Assignee, and the transferor Lender LENDER shall be released from its obligations hereunder and thereunder to a corresponding extent, and no further consent or action by . Nothing in the foregoing shall increase any party shall be required. Upon the consummation financial obligation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesBORROWER hereunder.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights ----------- and obligations under this Agreement and hereunder (including, without limitation, all or a portion of its Commitments or its Loans), pursuant to an assignment agreement substantially in the Notes; providedform of Schedule 9.3(b), however, to (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000Lender, (ii) an affiliate of a Lender --------------- or (iii) any other Person (other than the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred that and is continuing) , the Borrower shall have approved such assignment, which approvals (the consent of the Borrower shall not be unreasonably withheld or delayed and such consent shall be deemed given if the Borrower does not notify the assigning Lender and the Administrative Agent of any objection within two Business Days after the Borrower has been provided notice of the proposed assignment by the assigning Lender or the Administrative Agent); provided that (i) any such -------- assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (iiiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of all such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of a Lender written notice of the assignment together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such Assignment and Assumption Agreement, and assignment in the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment Register pursuant to this the terms of subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate, and shall update Schedule I attached hereto. In connection with any to the extent of such assignment, the transferor assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 9.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesas a Lender.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and (except integral multiples of $1,000,000 in the case of an assignment made at a time at which there exists an Event of Default) excess thereof 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 at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iiiii) if the Administrative Agent assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Lender Buyer may at any time assign such Xxxxx’s rights and obligations hereunder and under the other Transaction Documents by way of assignment to any Eligible Assignee in accordance with clause (d) of this Section 22.17 only after obtaining the prior written consent of the Administrative Agent at Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Seller’s consent shall not be required to the extent (i) the proposed Eligible Assignee is an Affiliate of the assigning Buyer or (ii) a Default or Event of Default shall have occurred and be continuing. Any other attempted assignment or transfer by any time assign Buyer shall be deemed to one or more Eligible Assignees (each an “Assignee”) be null and void. Each assignment by a Buyer of all or a any portion of its rights and obligations hereunder and under this Agreement and the Notes; providedother Transaction Documents, however, (i) any partial assignment shall be in an amount at least equal subject to $10,000,000 the following terms and conditions: (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiA) each such assignment shall be effected by means in a minimum amount of the lesser of (x) Five Million Dollars ($5,000,000) or such lesser amount as the Seller shall consent to (which consent shall not be unreasonably withheld, conditioned or delayed) and (y) the entire remaining amount of assigning Buyer’s Committed Sum; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Buyer’s rights and obligations under this Agreement, and (C) the parties to any assignment shall execute and deliver to Agent an Assignment and Assumption Agreementsubstantially (as determined by Agent) in the form attached hereto as Exhibit E (with appropriate insertions acceptable to Agent), together with a processing and recordation fee in the amount, if any, required as set forth in the Assignment and Assumption. Upon execution Until the Assignment and delivery Assumption becomes effective in accordance with its terms, and Agent has confirmed that the assignment satisfies the requirements of such instrument this Section 22.17, the Seller and payment by such Assignee the Agent shall be entitled to such transferor Lender continue to deal solely and directly with the assigning Buyer in connection with the interest so assigned. From and after the effective date of an amount equal to each Assignment and Assumption that satisfies the purchase price agreed between such transferor Lender and such Assigneerequirements of this Section 22.17, such Assignee the assignee thereunder shall be deemed to be a Lender party to this Agreement and Agreement, such assignee shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, Buyer under this Agreement and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.other Transaction

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 10,000,000.00 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,0005,000,000.00, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption AgreementAgreement and (iv) so long as no Default has occurred hereunder, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), for so long as it remains Administrative Agent hereunder, shall retain a Commitment not less than the amount of the Commitment held by the Lender holding the next highest Commitment, it being agreed that Xxxxx Fargo may elect to hold a lesser Commitment, in which event Xxxxx Fargo shall have the right to resign as Administrative Agent. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, Owner, Guarantor or any of its their respective affiliates Affiliates or Subsidiariessubsidiaries.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and ----------- obligations under this Agreement hereunder (including, without limitation, all or a portion of its Commitments or its Loans), pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to (i) a Lender, (ii) an affiliate of a Lender or ---------------- (iii) any other Person (other than the Borrower or an Affiliate of the Borrower) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (the consent of the Borrower shall not be unreasonably withheld or delayed and such consent shall be deemed given if the Borrower does not notify the assigning Lender and the NotesAdministrative Agent of any objection within two Business Days after the Borrower has been provided notice of the proposed assignment by the assigning Lender or the Administrative Agent); provided, however, provided that (i) any partial such assignment -------- (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be in an amount at least equal of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to $10,000,000 and the Administrative Agent of written notice of the assignment, together with (except in the case of an assignment made at a time at which there exists to an Event affiliate of Default) after giving effect to such assignment the assigning Lender retains Lender) a Commitmenttransfer fee of $3,500 payable to the Administrative Agent for its own account, or if from and after the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, later of at least $10,000,000, (i) the effective date specified in the applicable assignment agreement and (ii) the Administrative Agent and (provided no Event date of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each recording of such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal in the Register pursuant to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations terms of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, ) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower shall make appropriate arrangements so of any such assignment. Upon the new Notes are issued effectiveness of any such assignment (and after notice to, and (to the Assignee extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and such transferor Lenderthe other Credit Documents and, as appropriate, and shall update Schedule I attached hereto. In connection with any to the extent of such assignment, the transferor assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesas a Lender.

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Agent, the Issuing Lender (each for an “Assignee”) all or a portion assignment of its rights and obligations under this Agreement the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, Borrowers (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to the purchase price agreed between such transferor Lender and such Assignee$5,000,000 or, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)if less, the transferor remaining Commitment and Loans held by the assigning Lender, . The Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the Borrower interests so assigned to an Assignee until the Administrative Agent shall make appropriate arrangements so have received and accepted an effective assignment agreement in substantially the new Notes are issued form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 from the assigning Lender or the Assignee. No assignment may be made to any Person if at the time of such assignment the Borrowers would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, than the transferor Lender shall Borrowers are then obligated to pay to the Administrative Agent an administrative fee for processing assigning Lender under such Sections (and if any assignment is made in violation of the amount of $4,500.00foregoing, the Borrowers will not be required to pay such greater amounts). Anything Any attempted assignment not made in accordance with this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.Section

Assignments. Any Lender LC Participant may with the prior written consent of the Administrative Agent at any time assign to one or more assignees (each, an "Assignee") that are Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notesother Credit Documents (including all or a portion of its Commitments and the LC Advances and LC Deposits at the time owing to it); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning LC Participant's LC Advances at the time owing to it or in the case of an assignment to a time at which there exists LC Participant or an Event Affiliate of Default) after giving effect a LC Participant or an Approved Fund, the aggregate amount of the LC Advances subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment the assigning Lender retains a Commitmentassignment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and (provided Acceptance, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred that and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LC Participant's rights and obligations under this Agreement and the other Credit Documents with respect to the Commitments, LC Advances and LC Deposits assigned, (iii) the Borrower parties to each assignment shall have approved execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that such assignment, which approvals fee shall not be unreasonably withheld payable with respect to assignments occurring in connection with the primary syndication hereof and (iiiiv) each such assignment shall unless otherwise agreed by the LC Issuer, if the Unused Commitments to be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal assigned to the purchase price agreed between such transferor Lender and Assignee exceeds the amount of LC Deposit to be assigned to such Assignee, such the Assignee shall be deemed deposit in the LC Deposit Account an amount in cash equal to such excess, which amount shall become part of such Assignee's LC Deposit. Subject to acceptance and recording thereof by the Administrative Agent pursuant to this Section and Section 10.4, from and after the effective date specified in each Assignment and Acceptance, the Assignee thereunder shall be a Lender party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption LC Participant under this Agreement, and the transferor Lender shall assigning LC Participant thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning LC Participant's rights and obligations under this Agreement, such LC Participant shall cease to be a corresponding extentparty hereto but shall continue to be entitled to the benefits of Sections 2.2(d), 2.9 and no further consent 2.11, 11.4 and 11.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Company (at its sole expense) shall execute and deliver a Note to the assignee LC Participant. Any assignment or action transfer by any party a LC Participant of rights or obligations under this Agreement that does not comply with this subsection shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent Agreement as a sale by such LC Participant of a participation in such rights and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection obligations in accordance with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries10.2.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an a “AssigneeTransferring Lender”) all may assign its Commitment under any Credit Facility (including its Rateable Share in each Advance made thereunder), or any part thereof in a portion minimum amount of its rights and obligations under this Agreement and the Notes; provided, however, Cdn.$10,000,000 to (i) any partial assignment shall be in an amount at least equal Affiliate of the Transferring Lender without the consent of the Borrower or the Administration Agent, (ii) prior to $10,000,000 and (except in the case occurrence of an assignment made at a time at which there exists an Event of Default) after giving effect , to such assignment any other Person with the assigning Lender retains a Commitment, or if prior consent of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Administration Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved Borrower, such assignment, which approvals shall consent not be unreasonably withheld or delayed, and (iii) each during the continuance of an Event of Default, to any Person, without the consent of the Borrower but with the consent of the Administration Agent, such consent not to be unreasonably withheld or delayed, provided that, if the proposed assignee is already a Lender under the same Credit Facility or is a bank whose senior, unsecured, non-credit enhanced, long-term debt is rated at least A3, A- or A low by at least two of Xxxxx’x, S&P and DBRS, respectively, then such consent of the Administration Agent under this clause (iii) shall not be required. Any such transfer to any Person permitted pursuant to the preceding sentence (a “Transferee”) shall be made pursuant to a loan assignment agreement (a “Loan Assignment Agreement”) substantially in the form of Schedule G (or in such other form to similar effect as the Administration Agent may approve). Each Loan Assignment Agreement duly executed by all parties thereto (other than the Administration Agent) must be delivered to the Administration Agent at least five Business Days before it takes effect accompanied, if such assignment is not being made to an Affiliate of an existing Lender, by payment to the Administration Agent of a processing fee of Cdn.$3,500. Each party hereto hereby agrees that any such Transferee under any such Loan Assignment Agreement shall be effected by means of entitled to rights identical to the rights assigned to such Transferee as if such Transferee were named in this Agreement as an Assignment and Assumption Agreement. Upon execution and delivery original party in substitution for the Transferring Lender in respect of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender Commitment, or part thereof, assigned, and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Transferring Lender shall be released from all obligations in relation to its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the BorrowerCommitment, or any of its respective affiliates or Subsidiariespart thereof, so assigned.

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement Agent, the Issuing Lenders and the Notes; provided, however, Company (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals consents shall not be unreasonably withheld or delayed); provided, that no consent of the Company shall be required (i) for an assignment to any Person which, directly or indirectly, controls or is controlled by or is under common control with a Lender, (ii) following the occurrence and during the continuance of an Event of Default under and pursuant to Section 13.1.1, Section 13.1.4 or Section 13.1.5, or (iii) each following the occurrence and during the continuance of any other Event of Default that has been continuing for at least thirty (30) consecutive days. No such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder made to a corresponding extentnatural Person, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariesthe Company or any of its Affiliates. Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 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”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender 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). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2.

Assignments. Any Lender may with the prior written consent of the Administrative Agent (such approval not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 15,000,000, and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,00015,000,000, (ii) if the Administrative Agent assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee or another Lender (or Affiliate thereof) provided no Event of that unless a Default has shall have occurred that and is continuing, in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the Borrower’s prior written approval) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries. From the later to occur of (i) ninety (90) days following the Effective Date and (ii) the date upon which the Commitment of Administrative Agent has been reduced, through one or more assignments, to $150,000,000, the costs and expenses of Administrative Agent and each Lender and Assignee in connection with such participation shall be at the sole cost and expense of such parties; prior thereto, such costs shall be payable by Borrower. Administrative Agent, acting for this purpose as a non-fiduciary of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

Assignments. Any Lender may may, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent at any time Agent, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, such Lender’s Commitment (or any portion or element thereof), the Loans, the Notes and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of the Borrower and the Notes; provided, however, Administrative Agent for any assignment shall not be required if (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at A) a time at which there exists Default or an Event of DefaultDefault is continuing or (B) 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 at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred within the 60-day period preceding such assignment (even if such Event of Default is no longer continuing), (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as a Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that is continuing) the Borrower shall have approved review and approval rights over the documents relating to such assignment). No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be in an aggregate amount less than (unless the entire Commitment and outstanding Loans of the assigning Lender is so assigned) $5,000,000. If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, which approvals any reference in this Agreement or the Notes to such Lender shall not be unreasonably withheld thereafter refer to said Lender and (iii) each to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this (b) shall be effected by means of the assigning Lender and the assignee Lender executing an Assignment and Assumption Agreement (an “Assignment Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee”), such Assignee which Assignment Agreement shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment substantially in the amount form of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.Exhibit C (appropriately

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and obligations under this Agreement and the Notesother Loan Documents; provided, however, provided that (i), except (A) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the entire remaining amount of the assigning Lender retains a CommitmentLender’s rights and obligations under this Agreement and the other Loan Documents unless each of Agent and, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that and is continuing, Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no such consent of Agent or Borrower shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender or (B) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Commitment of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 (aggregating concurrent assignments to or by two or more Affiliated Funds for the purposes of determining such minimum amount), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Revolving Commitments assigned, and any assignment of all or any portion of a Revolving Commitment, Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Commitment, Loans and Letter of Credit participations, (iii) the Borrower parties to each assignment shall (A) execute and deliver to Agent an Assignment and Acceptance Agreement via an electronic settlement system acceptable to Agent or (B) manually execute and deliver to the Agent an Assignment and Acceptance Agreement, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Agent information reasonably requested by Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment and Acceptance Agreement may be required to deliver to the Agent pursuant to subsection 4.7(f) and with respect to information requested under the Patriot Act, and (iv) (A) Agent and (B) if no Event of Default has occurred and is continuing, Borrowers shall have approved such assignment, consented (which approvals consents shall not be unreasonably withheld and (iiior delayed) each such assignment thereto; provided that no consent of Borrowers or Agent shall be effected by means required in the case of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee any assignment to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneea Lender, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations any Affiliate of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any Approved Fund of its respective affiliates or Subsidiariesa Lender.

Assignments. Any Lender may with The Seller and each Investor hereby agree and consent to the prior written ----------- complete or partial assignment by PREFCO of all of its rights under, interest in, title to and obligations under this Agreement to the Investors pursuant to Section 2.1, and upon such assignment, PREFCO shall be released from its ----------- obligations so assigned. Each Investor hereby further agrees and consents to the complete or partial assignment by PREFCO of all of its rights under, interest in, title to and obligations under this Agreement to any other Eligible Person, and upon such assignment, PREFCO shall be released from its obligations so assigned. Further, the Seller and each Investor hereby agree that any assignee of PREFCO of this Agreement or all or any of the Receivable Interests of PREFCO shall have all of the rights and benefits under this Agreement as if the term "PREFCO" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of PREFCO hereunder. The Seller shall not have the right to assign its rights or obligations under this Agreement. With the consent of the Administrative Agent Seller (which consent shall not be unreasonably withheld) and of PREFCO, any Investor may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “Assignee”"Purchasing Investors") all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, in a form satisfactory to the Agent (each, an "Assignment Agreement") executed by such Purchasing Investor and such selling Investor. Each Purchasing Investor must be an Eligible Person and must deliver to the Agent and the Notes; provided, however, (i) Seller an enforceability opinion in form and substance satisfactory to the Agent prior to the effectiveness of any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal the executed Assignment Agreement to the purchase price agreed between such transferor Lender and such AssigneeAgent (with a copy to the Seller), such Assignee selling Investor shall be deemed released from its obligations hereunder to the extent of such assignment. Thereafter, the Purchasing Investor shall for all purposes be a Lender an Investor party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, an Investor under this Agreement to the same extent as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party the Seller, the Purchasers or the Agent shall be required. Upon Each of the consummation Investors agrees that in the event that it shall cease to be an Eligible Person (an "Affected Investor"), such Affected Investor shall be obliged, at the request of PREFCO, the Seller or the Agent, to assign all of its rights and obligations hereunder to (x) another Investor or (y) another Eligible Person nominated by the Agent or the Seller and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Investor; provided that the Affected Investor receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Investor's Pro Rata Share of the Capital and Discount owing to the Investors and all accruing but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Receivable Interests. Participations. Any Investor may, in the ordinary course of its business at any -------------- time sell to one or more Eligible Persons (each, a "Participant") participating interests in its Pro Rata Share of the Receivable Interests of the Investors, its obligation to pay PREFCO its Acquisition Amounts or any other interest of such Investor hereunder. Notwithstanding any such sale by an Investor of a participating interest to a Participant, such Investor's rights and obligations under this Agreement shall remain unchanged, such Investor shall remain solely responsible for the performance of its obligations hereunder, and the Seller, PREFCO and the Agent shall continue to deal solely and directly with such Investor in connection with such Investor's rights and obligations under this Agreement. Each Investor agrees that any agreement between such Investor and any such Participant in respect of such participating interest shall not restrict such Investor's right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in clause (i) of Section 11.1(b). --------------- MISCELLANEOUS Waivers and Amendments. No failure or delay on the part of any assignment party hereto in ---------------------- exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 11.1(b). --------------- PREFCO, the Seller and the Agent, at the direction of the Required Investors, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall: without the consent of each affected Purchaser, (A) extend the Liquidity Termination Date or the date of any payment or deposit of Collections by the Seller or the Servicer, (B) reduce the rate or extend the time of payment of CP Costs or Discount (or any component thereof), (C) reduce any fee payable to the Agent for the benefit of the Purchasers, (D) except pursuant to this subsection (c)Article 10 ---------- hereof, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in change the amount of $4,500.00. Anything in the Capital of any Purchaser, an Investor's Pro Rata Share or an Investor's Commitment, (E) amend, modify or waive any provision of the definition of Required Investors or this Section 11.1(b) or release all --------------- or any substantial portion of the Receivable Interests, (F) consent to or permit the contrary notwithstanding, no Lender may assign assignment or participate any interest in any Loan held transfer by it hereunder to the Borrower, or Seller of any of its respective affiliates rights and obligations under this Agreement, (G) change the definition of "Eligible Receivable" or Subsidiaries"Loss Recourse Percentage," or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner which would circumvent the intention of the restrictions set forth in such clauses; or without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) banks or other entities all or a any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Notesany Notes held by it); provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment a constant, and Assumption Agreement. Upon execution and delivery not a varying, percentage of all of such instrument Lender’s rights and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to obligations under this Agreement and shall involve a ratable assignment of such Lender’s Commitment and such Lender’s Advances, (ii) each such assignment shall be subject to Borrower’s written consent, not to be unreasonably withheld or delayed (unless an Event of Default then exists or an event under Section 8.01(a) or (f), in which event the Borrower shall have no such approval right), (iii) 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, (iv) the consent of Initial Lenders shall be required, which consent shall not be unreasonably withheld or delayed, (v) no such assignments shall be made to the Borrower or its Affiliates or any of their respective subsidiaries or any natural Person and (vi) the relevant assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such additional lender by the Administrative Agent and (2) any tax documentation required under Section 2.11. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance (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 with a Commitment and/or Loanshereunder and (B) such Lender thereunder shall, as to the case may be, as set forth in extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a corresponding extentparty hereto). Notwithstanding anything herein to the contrary, any Lender 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 no further consent or action by any party this Section shall be required. Upon the consummation of any assignment pursuant not apply to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Each Lender may with shall have the prior written consent right to sell, assign or ----------- transfer all or any part of such Lender's Notes, commitment to make Loans and rights and obligations relating to Letters of Credit and the Administrative Agent at any time assign associated rights and obligations under all Loan Documents to one or more Eligible Assignees purchasers; provided, (i) each such sale, assignment, or transfer shall be with the consent of Borrower and the consent of Administrative Agent, which in each case will not be unreasonably withheld, (ii) no such consent of the Borrower shall be required if an “Assignee”Event of Default exists, and (iii) any such sale, assignment or transfer shall be pro rata among the Commitments. The assignee, transferee or recipient shall have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Notes, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders or Majority Lenders and the obligation to fund its Percentage Share of any Loans and payments made under Letters of Credit. Each Lender in making each such sale, assignment, or transfer must dispose of a pro rata portion of each Loan made by such Lender and such Lender's LC Obligations, each such sale, assignment or transfer shall be in a principal amount not less than $5,000,000 (except assignments to Affiliates of Administrative Agent or any Lender which may be in an amount equal to or greater than $1,000,000) and no Lender may offer to sell its rights Notes and obligations under Loans or interests therein in violation of any securities laws. No such assignment shall become effective until (i) the assigning Lender delivers to Administrative Agent copies of all written assignments and other documents evidencing any such assignment or related thereto and an Agreement to be Bound in the form of Exhibit H, providing for the assignee's ratification and --------- agreement to be bound by the terms of this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 other Loan Documents and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such received from assignor or assignee an assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,500. Within five (5) Business Days after its receipt of notice that the Administrative Agent has received copies of any assignment and the other documents relating thereto, the assignee shall notify Borrower of the outstanding principal balance of the Notes payable to such Lender and shall execute and deliver to Administrative Agent (for delivery to the relevant assignee) new Notes evidencing such assignee's assigned Loans and, if the assignor Lender has retained a portion of its Loans, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). Anything in this Section 10.11 to the contrary notwithstanding, no any Lender may at any time, without the consent of Borrower or Administrative Agent, assign or participate any interest in any Loan held by it hereunder to the Borrower, and pledge all or any portion of its respective affiliates or SubsidiariesCommitments and the Loans owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A and any Operating Circular issued by the Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments. Any Each Lender may with shall have the prior written consent of the Administrative Agent right at any time to assign to one or more Eligible Assignees (each an “Assignee”) commercial banks, commercial finance lenders or other financial institutions all or a portion of its rights and obligations under this Financing Agreement including, without limitation, its Lender Loan Commitment and the NotesRevolving Credit Loans; providedprovided that, however, (i) any partial assignment shall be in unless an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that and is continuing, any such assignment to a Transferee that cannot claim entitlement to complete exemption from U.S. federal withholding tax on all payments made by the Obligors hereunder may be made only with the prior written consent of FiberMark, not to be unreasonably withheld. Upon such assignment and provided such assignee assumes its portion of each Lender’s obligations hereunder, (a) the Borrower assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have approved been assigned to it pursuant to such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder and (b) each Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish their rights and be released from their obligations under this Financing Agreement. Each Borrower shall, if necessary, execute any documents reasonably required to effectuate the assignments. In the event any Lender makes any assignment, each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Financing Agreement. Upon the execution, delivery, acceptance and recording, from and after the effective date specified in an Assignment and Acceptance substantially in the form of Exhibit G hereto (the “Assignment and Acceptance”). By executing and delivering an Assignment and Acceptance, the Lender and the assignee thereunder confirm to and agree with a Commitment and/or Loans, each other and the other parties hereto as the case may be, follows: (a) other than as set forth provided in such Assignment and Assumption Acceptance, such Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Financing Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Financing Agreement or any other instrument or document furnished pursuant hereto; (b) such Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Financing Agreement or any other instrument or document furnished pursuant hereto; (c) such assignee confirms that it has received a copy of this Financing Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (d) such assignee will, independently and without reliance upon the transferor Agent, CITBC, 113 CITEF or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Financing Agreement; (e) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Financing Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (f) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Financing Agreement are required to be released from its obligations hereunder to performed by it as a corresponding extent, and no further consent or action by any party shall be requiredLender. Upon the consummation its receipt of any assignment pursuant to this subsection (c), the transferor an Assignment and Acceptance executed by an assigning Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new together with all Revolving Credit Notes are issued subject to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay Agent shall: (a) accept such Assignment and Acceptance, and (b) give prompt notice thereof to the Administrative Agent an administrative fee for processing Borrowers. Within five (5) Business Days after its receipt of such assignment in the amount of $4,500.00. Anything in this Section notice, each Borrower, at its own expense, shall execute and deliver to the contrary notwithstanding, no Agent in exchange for each surrendered Revolving Credit Note a new Revolving Credit Notes to the order of such assignee in an amount equal to the applicable Lender may assign or participate any interest in any Loan held Commitment and/or Revolving Credit Loans assumed by it hereunder pursuant to such Assignment and Acceptance and, if such Lender has retained a Lender Loan Commitment and/or Revolving Credit Loan hereunder, new Revolving Credit Notes to the Borrower, or any order of its respective affiliates or Subsidiaries.such Lender in amounts equal to the applicable Lender Loan Commitment retained by it hereunder. Such new Revolving Credit Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A.

Assignments. Any Lender may with (i) Purchaser shall have the prior written consent of the Administrative Agent right at any time assign after the date hereof through the thirtieth (30th) day after the Closing Date, subject to the assignment and/or transfer provisions thereof, to add any contract to which Seller or any of its Affiliates is a party and which has been used in the conduct of the Business to Schedule 2.1(a)(i) as a Designated Contract (the “Additional Designated Contract”) and shall immediately notify Seller of such designation in writing (the “Notification”) and, Purchaser shall have the right, in its sole discretion, to require Seller to file one or more Eligible Assignees motions with the Bankruptcy Court (each which motion(s) shall be in form and substance reasonably satisfactory to Purchaser) seeking the entry of an order (the “AssigneeAdditional Assignment Order”) all ), pursuant to Sections 363 and 365 of the Bankruptcy Code, to assign, transfer, convey and deliver to Purchaser or a portion one of its rights designated Affiliates such Additional Designated Contract as if it had been originally scheduled on Schedule 2.1(a)(i), or to otherwise transfer the benefits of such Additional Designated Contract to the Purchaser or one of its designated Affiliates without any additional consideration, by written notice to Seller. In the event that Seller is not a party to any Additional Designated Contract, subject to the transfer and obligations under this Agreement and assignment provisions thereof Seller will cause its Affiliate that is party to such Additional Designated Contract to assign to Purchaser or its Affiliate such Additional Designated Contract, effective as of the NotesClosing; provided, however, that to the extent a consent is required -15- pursuant to the terms of such Additional Designated Contract, Seller shall cause its Affiliate that is a party to such Additional Designated Contract to use commercially reasonable efforts to obtain such consent; provided, further, that if the counterparty to such Additional Designated Contract conditions the consent upon the payment of a consent fee, payment or other consideration, Purchaser shall be solely responsible for making all such payments on terms acceptable to Purchaser. Any Cure Costs in relation to any such Additional Designated Contract shall be paid by Purchaser. In the event that Purchaser delivers a Notification Seller shall, as soon as practicable after receiving such Notification, file with Bankruptcy Court the motion(s) seeking the entry of the Additional Assignment Order. In addition, Seller shall (i) any partial assignment shall be in an amount at least equal use commercially reasonable efforts to $10,000,000 cause the Additional Assignment Order to become a Final Order and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) not take any action that would reasonably be expected to delay, prevent or impede the Administrative Agent and (provided no Event of Default has occurred entry of, or result in the revocation, modification or amendment of, the Additional Assignment Order. Any Additional Designated Contract that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee Purchaser elects to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment acquire pursuant to this subsection (c), the transferor Lender, the Administrative Agent Section 2.1(b) for which an Additional Assignment Order is entered and the Borrower becomes a Final Order shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesconstitute a Transferred Asset.

Assignments. Any Lender may with the prior written consent of the The Program Agreements are not assignable by Seller. Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements pursuant to the Administration LEGAL02/41326134v4 Agreement in each case only if (and subject to) the Seller having given its prior written consent to such assignment (which Seller may give or withhold in its sole and absolute discretion); provided, however, (i) any partial Seller’s prior written consent to an assignment shall not be in required if an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that and is continuing) continuing at the Borrower shall have approved time of such assignment; provided, which approvals further that Administrative Agent shall not maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be unreasonably withheld conclusive absent manifest error, and (iii) the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the foregoing provisions of this Section 22) and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as set forth in such Assignment and Assumption Agreementapplicable, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the Borrower shall make appropriate arrangements so the new Notes are issued other Program Agreements, any document or other information delivered to the Assignee and such transferor LenderAdministrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as appropriateapplicable, will cause such party to execute and shall update Schedule I attached hereto. In connection with any deliver a non-disclosure agreement whereby such assignment, the transferor Lender shall pay party agrees to the keep such information delivered by Administrative Agent an administrative fee for processing or Buyers to such assignment party confidential, on substantially similar terms as set forth in the amount Section 32 of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesAgreement.

Assignments. Any Each Lender may with make assignments to the prior written consent of the Administrative Agent at any time Federal Reserve Bank. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Loan Documents so long as (i) the assignor Lender and Assignee execute and deliver to Agent and Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required if the Assignee is an Affiliate of the assigning Lender) an assignment shall and assumption agreement in substantially the form of EXHIBIT F (an "ASSIGNMENT") and pay to Agent a processing fee of $2,500, (ii) the assignment is for an identical percentage of the assignor Lender's Rights and obligations under the Revolving Facility, (iii) the assignment must be for a minimum total Commitment of $5,000,000 and, if the assigning Lender retains any Commitment, it must be a minimum total Commitment of $5,000,000, and (iv) the conditions for that assignment set forth in an amount the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreeable to Borrower and Agent) be at least equal five Business Days after it is executed and delivered by the assignor Lender and the Assignee to $10,000,000 Agent and Borrower for acceptance. Once that Assignment is accepted by Agent and Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in it (except i) the Assignee automatically becomes a party to this agreement and, to the extent provided in that Assignment, has the Rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender, to the extent provided in that Assignment, is released from its obligations to fund Borrowings under this agreement and its reimbursement obligations under this agreement and, in the case of an assignment made at Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Loan Documents, that Lender ceases to be a time at which there exists party to the Loan Documents, (iii) Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this agreement following the transfer, (iv) upon delivery of the Notes under CLAUSE (iii) preceding, the assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this agreement, and (v) SCHEDULE 1 is automatically deemed to be amended to reflect the name, address, telecopy number, and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and Agent shall prepare and circulate to Borrower and Lenders an Event of Default) after giving effect amended SCHEDULE 1 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to such assignment the Loan Documents (and the assigning Lender retains a Commitment, or if shall continue to be treated for all purposes as the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal party to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed Loan Documents) with respect to be a Lender party to this Agreement and shall have all the rights Rights and obligations of a Lender with a Commitment and/or Loans, as assigned to that Assignee until the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.actions CREDIT AGREEMENT

Assignments. Any Lender may with The Assignor hereby assigns and sells, without recourse or warranty except as specifically set forth herein, to the prior written consent of Assignee the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) Assigned Interest in all or a portion of its rights and obligations of the Assignor under this Agreement the Loan Documents. The Assignee hereby purchases and accepts from the Assignor all of such rights and obligations of the Assignor, including the corresponding portion of the principal amount of the Loans and the Notes; providedprincipal amount of Letter of Credit participations made by the Assignor outstanding on the date hereof. As of the date hereof, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such the sale and assignment of the assigning Lender retains a CommitmentAssigned Interest to the Assignee, or if the Commitments have been terminated, holds Notes having an aggregate Assignee's outstanding principal balance, balance of at least such Loans and Letter of Credit participations is $10,000,000, (ii) __________. Subject to the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment hereof by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignor, the Assignee, such and the Agent, on the date hereof (a) the Assignee shall be deemed succeed to be a Lender party to this Agreement and shall have all the rights and be obligated to perform the obligations of a Lender Bank under the Loan Documents with a Pro Rata Percentage of the Commitment and/or of ____________%, and shall be considered a Bank for all purposes; (b) the Assignee shall deliver to the Assignor, in immediately available funds, the Assignee's Pro Rata Percentage of the Commitment of the outstanding principal balance of the Loans, and (c) the Pro Rata Percentage of the Commitment of the Assignor as of the case may be, as set forth in such Assignment and Assumption Agreement, date hereof shall be reduced by the Pro Rata Percentage of the Commitment acquired by the Assignee and the transferor Lender Assignor shall be released from its obligations hereunder under the Loan Documents which have been so assigned to a corresponding extent, and no further consent or action accepted by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesAssignor.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesRevolving Credit Loans at the time owing to it); provided, however, provided that (ia) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning Lender's Commitment and the Revolving Credit Loans at the time owing to it or, in the case of an assignment to a time at Lender or a Lender Affiliate, the aggregate amount of the Commitment (which there exists an Event for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of Default) after giving effect the Revolving Credit Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Acceptance with respect to such assignment is delivered to the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, Administrative Agent) shall not be less than $5,000,000 unless each of at least $10,000,000, (ii) the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Revolving Credit Loan or the Commitment assigned; (c) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is continuingthe proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (d) the Borrower parties to each assignment shall have approved such assignmentexecute and deliver to the Administrative Agent an Assignment and Acceptance, which approvals together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be unreasonably withheld a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to (iii) S)15.3, from and after the effective date specified in each such assignment Assignment and Acceptance, the Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto) but shall continue to be entitled to the benefits of (S)(S)5.1.2, 5.6, 5.7, 5.9 and no further consent 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesS)15.4.

Assignments. Any Lender may at any time assign to one or more Persons (other than to a Defaulting Lender or any of its Affiliates or any Person who upon becoming a Lender hereunder would constitute a Defaulting Lender) (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Agent, the Issuing Lender (each for an “Assignee”) all or a portion assignment of its rights and obligations under this Agreement the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, Company (which approvals consents shall not be unreasonably withheld or delayed and (iii) each shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund). Except as the Administrative Agent may otherwise agree, any such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to the purchase price agreed between such transferor Lender and such Assignee$5,000,000 or, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)if less, the transferor 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 Borrower interests so assigned to an Assignee until the Administrative Agent shall make appropriate arrangements so have received and accepted an effective assignment agreement in substantially the new Notes are issued form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, than the transferor Lender shall Company is then obligated to pay to the Administrative Agent an administrative fee for processing assigning Lender under such Sections (and if any assignment is made in violation of the amount of $4,500.00foregoing, the Company shall not be required to pay such greater amounts). Anything Any attempted assignment by a Lender not made in accordance with this Section to 15.6.1 shall be treated as the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any sale of its respective affiliates or Subsidiariesa participation under Section 15.6.2.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign (each, an “Assignment”) to one or more Eligible (i) Affiliated Assignees (each an “Assignee”) and/or to any other Lender all or a portion of its rights and obligations under this Agreement (including all or a portion of such Lender’s Loans, Commitments and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in as the case may be) without the consent of an assignment made at the Borrower or the Agent or (ii) Eligible Assignees all or a time at which there exists portion of its rights and obligations under this Agreement (including all or a portion of such Lender’s Loans, Commitments and Notes, as the case may be) only with the prior written consent of the Borrower (not to be unreasonably withheld or delayed), unless an Event of Default) after giving effect to Default shall have occurred and is continuing in which case no consent of the Borrower is required, and the Agent. In connection with any such assignment Assignment, the assigning Lender retains and the Assignee shall execute and deliver to the Agent an Assignment Agreement, in the form of Exhibit H (each, an “Assignment Agreement”), and a Commitment$3,500.00 fee (the “Assignment Fee”) payable to the Agent. Upon its receipt of a duly executed and completed Assignment Agreement, or if the Commitments have been terminatedAgent shall record the information contained in such Assignment Agreement in the Register, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) shall give prompt notice thereof to the Borrower and shall have approved maintain a copy of such assignment, which approvals shall not be unreasonably withheld Assignment Agreement in its Principal Office. From and (iii) each such assignment shall be effected by means after the effective date of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to Assignment, the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed a party hereto and, to be a Lender party the extent of the interest assigned pursuant to this Agreement and shall the Assignment, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption lender under this Agreement, and the transferor assigning Lender shall shall, to the extent of the interest assigned, be released from its obligations hereunder under this Agreement. The Borrower hereby consents to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation disclosure of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In information obtained by Lender in connection with this Agreement to any Person to which Lender sells, or proposes to sell, its Loans, Commitment or Notes provided any such assignment, the transferor Lender Person shall pay agree to the Administrative Agent an administrative fee for processing keep any such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesinformation confidential.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and such Xxxxxx’s Loan together with all related obligations under this of such Lender hereunder. Except as Agent may otherwise agree, the amount of any such assignment (determined as of the date of the applicable Assignment Agreement and or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Notesassignor’s entire interests in the outstanding Loan; provided, however, (i) any partial assignment that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above. Credit Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an amount at least equal Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to $10,000,000 be paid by the assigning Lender; provided, however, that only one processing fee shall be payable in connection with simultaneous assignments to two or more related Approved Funds. From and after the date on which the conditions described above have been met, (A) such Eligible Assignee shall be deemed automatically to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder (including, for the avoidance of doubt, the obligation to deliver applicable documentation pursuant to Section 2.8(c) which such Eligible Assignee shall deliver to Borrower Representative and Agent on or prior to the date of such Assignment Agreement), and (except B) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and obligations hereunder (other than those that survive termination pursuant to Section 13.1). Upon the request of the Eligible Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, each Borrower shall execute and deliver to Agent for delivery to the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the case aggregate principal amount of an assignment made at a time at which there exists an Event the Eligible Assignee’s Loan (and, as applicable, Notes in the principal amount of Default) after giving effect to such assignment that portion of the principal amount of the Loan retained by the assigning Lender). Upon receipt by the assigning Lender retains of such Note, the assigning Lender shall return to Borrower Representative any prior Note held by it. Agent, acting solely for this purpose as an agent of Credit Parties, shall maintain at the office of its servicer located in Bethesda, Maryland a Commitmentcopy of each Assignment Agreement MidCap / ATEC / Credit, or if Security and Guaranty Agreement delivered to it and a register for the Commitments have been terminatedrecordation of the names and addresses of each Lender, holds Notes having an aggregate outstanding and the commitments of, and principal balanceamount of the Loan owing to, of at least $10,000,000such Lender pursuant to the terms hereof (the “Register”). The entries in such Register shall be conclusive, (ii) the Administrative absent manifest error, and Credit Parties, Agent and Lenders shall treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such Register shall be available for inspection by Credit Parties and any Lender, at any reasonable time upon reasonable prior notice to Agent. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Credit Parties maintain a register on which it enters the name and address of each participant and the principal amounts (provided and stated interest) of each participant’s interest in the Obligations (each, a “Participant Register”). The entries in the Participant Registers shall be conclusive, absent manifest error. Each Participant Register shall be available for inspection by Credit Parties and Agent at any reasonable time upon reasonable prior notice to the applicable Lender; provided, that no Event of Default has occurred that is continuing) the Borrower Lender shall have approved 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, letters of credit or its other obligations under any Financing Document) to any Person (including Credit Parties) except to the extent that such assignmentdisclosure is necessary to establish that such commitment, which approvals loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, Agent has the right, but not be unreasonably withheld and the obligation, to effectuate assignments of Loan via an electronic settlement system acceptable to Agent as designated in writing from time to time to the Lenders by Agent (iii) the “Settlement Service”). At any time when Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by means the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of an Assignment this Section 11.17(a). Each assigning Lender and Assumption Agreementproposed Eligible Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loan pursuant to the Settlement Service. Upon execution and delivery With the prior written approval of Agent, Agent’s approval of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Eligible Assignee shall be deemed to have been automatically granted with respect to any transfer effected through the Settlement Service. Assignments and assumptions of the Loan shall be a Lender party to this Agreement and shall have all effected by the rights and obligations provisions otherwise set forth herein until Agent notifies Lenders of a Lender with a Commitment and/or Loans, as the case may be, Settlement Service as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesherein.

Assignments. Any Lender may may, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent at any time Agent, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, such Lender’s Commitment (or any portion or element thereof), the Loans, the Notes and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of the Borrower and the Notes; provided, however, Administrative Agent for any assignment shall not be required if (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at A) a time at which there exists Default or an Event of DefaultDefault is continuing or (B) 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 at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred within the 60-day period preceding such assignment (even if such Event of Default is no longer continuing), (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as a Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that is continuing) the Borrower shall have approved review and approval rights over the documents relating to such assignment); provided, which approvals that such Approved Selling Institution is not a Manager Competitor. No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall not be unreasonably withheld in an aggregate amount less than (unless the entire Commitment and (iiioutstanding Loans of the assigning Lender is so assigned) each $5,000,000. If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, any reference in this Agreement or the Notes to such Lender shall thereafter refer to said Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this (b) shall be effected by means of the assigning Lender and the assignee Lender executing an Assignment and Assumption Agreement (an “Assignment Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee”), such Assignee which Assignment Agreement shall be deemed to be a Lender party to this Agreement and shall have all substantially in the rights and obligations form of a Lender with a Commitment and/or Loans, as Exhibit C (appropriately completed). At the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation time of any assignment pursuant to this subsection (cb), this Agreement shall be deemed to be amended to reflect the transferor Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender, the Administrative Agent ) and the Borrower shall make appropriate arrangements so if requested in writing by the assignee or assigning Lender issue new Notes are issued to the Assignee respective assignee and such transferor Lenderto the assigning Lender in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this (b), as appropriate, and the assigning Lender shall update Schedule I attached heretobe relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment, the transferor Lender shall pay to applicable Lender, the Administrative Agent an administrative fee for processing and the Borrower agree to execute such assignment in documents (including amendments to this Agreement and the amount of $4,500.00other Credit Documents) as shall be reasonably necessary to effect the foregoing. Anything Nothing in this Section Agreement shall prevent or prohibit any Lender from pledging the Notes or Loans to the contrary notwithstanding, no a Federal Reserve Bank in support of borrowings made by such Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesfrom such Federal Reserve Bank.

Assignments. (i) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Advances and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; providedand, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, (which approvals consents shall not be unreasonably withheld or delayed and shall not be required (iiii) each from the Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a 91 Lender or (ii) from the Administrative Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between Commitment or the principal amount of the Advances being assigned. The Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the Lender to whom such Assigneeinterest is assigned; provided, that no such Assignee fee shall be payable in connection with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender. Any attempted assignment not made in accordance with this Section 11.1(a)(i) shall be null and void. The Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and requiring its consent hereunder unless the Borrower shall make appropriate arrangements so the new Notes are issued has expressly objected to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

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 at any time which shall not be unreasonably withheld, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a minimum aggregate amount at least equal to of $10,000,000 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 (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Agent of a Lender duly executed assignment agreement together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from Agent for its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredown account. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the Administrative Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500.00their 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). Anything 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 contrary notwithstandingother parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no Lender may assign representation or participate warranty and assumes no responsibility with respect to any interest statements, warranties or representations made in or in connection with this Credit Agreement, any Loan held by it hereunder to of the Borrowerother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its respective affiliates obligations under this Credit Agreement, any of the other Credit Documents or Subsidiariesany other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the 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 (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. Any (a) Each Lender may shall have the right at any time and, so long as no Event of Default then exists, with the prior written consent of the Administrative Agent at any time assign Borrower (which consent of the Borrower shall not be unreasonably withheld) to one sell, assign, transfer or more Eligible Assignees (each an “Assignee”) negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans) to one or more commercial banks or other financial institutions or investors, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the Notesassigning Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment unless the assigning Lender retains a Commitmentis assigning all of its Commitments and outstanding Loans, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of assigning Lender shall retain at least $10,000,0003,000,000 in unused Commitments and outstanding Loans, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower assignee Lender shall have approved such assignmentCommitments and outstanding Loans, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected evidenced by means of an Assignment and Assumption Agreement. Upon execution and delivery of a written agreement (substantially in the form attached hereto as Exhibit D or in such instrument and payment other form acceptable to the Administrative Agent) executed by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeassigning Lender, such Assignee shall be deemed to be a assignee Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor LenderLenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the Borrower shall make appropriate arrangements so portion of the new Notes are issued Commitments of the assigning Lender to be assumed by the Assignee and such transferor assignee Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, (iv) the transferor assigning Lender shall pay to the Administrative Agent an administrative a processing fee for processing of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment in the amount of $4,500.00agreement. Anything in this Section to the contrary notwithstanding, no Any such assignee shall become a Lender may assign or participate any interest in any Loan held by it for all purposes hereunder to the extent of the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement Commitments, with the prior written consent of Administrative Agent, the Issuing Lenders (for an assignment of the Revolving Loans and the Notes; provided, however, Revolving Commitments) and Borrower (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case which consent of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld or delayed), provided, however, consent of Borrower shall not be required (x) for an assignment by a Lender (i) to a Lender or an Affiliate of a Lender or an Approved Fund (ii) prior to the completion of the primary syndication of the Loans and Commitments as determined by Monroe Capital, or (iii) each to an Eligible Assignee, or (y) during the existence of a Default or an Event of Default. Except as Administrative Agent may otherwise agree, any such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $1,000,000 or, if less, the purchase price agreed between remaining Commitment and Loans held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such Assigneeassignment Borrower would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless Borrower has expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three (3) Business Days after notice thereof.