Common use of Assignments Clause in Contracts

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (A) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)B) below, any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, of: ) of Borrower and Hermes Agent (i) Borrower, acting at the instruction of Hermes); provided that no consent of Borrower shall be required (1) for any assignment of any Term Loan to an assignment to a Lender, an Affiliate of a Lender, Eligible Assignee (other than an Approved Fund or, that invests primarily in distressed assets) or (2) if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;. (iiB) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to each of the following additional conditions: (A1) except in the case of an assignment to a Lender or an Affiliate of a Lender Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Term Loans, the amount of the Commitment or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 7,500,000, unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B2) each partial assignment of Term Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;; and (C3) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAcceptance. (C) Subject to acceptance and recording thereof pursuant to paragraph (D) of this Section, together from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender hereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.6, 3.7, 3.8 and 12.10 subject to the obligation of such Lender therein). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a processing sale by such Lender of a participation in such rights and recordation fee of $3,500; andobligations in accordance with Section 12.7.3. (D) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and any written consent to such assignment required by paragraph (B)(1) of this Section, if Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (E) An assignee shall not be a Lenderentitled to receive any greater payment under Sections 3.6, 3.7 or 3.8 than the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee. An assignee shall deliver not be entitled to Administrative Agent an Administrative Questionnairethe benefits of Section 3.8 to the extent such assignee fails to comply with Section 3.8.4 or 3.8.5, as applicable.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent (other than in the time owing to itcase of an Eligible Assignee that is a Lender) with and (B) the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DEI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DEI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrowers and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Revolving Commitment, the Loans at the time Advances owing to it) with , the prior written consentNotes held by it, such consentif any, and the participation interest in each casethe Letter of Credit Obligations held by it); provided, not to be unreasonably withheld or delayedhowever, of: that (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to a Lender, an Affiliate of a constant, and not a varying, percentage of all of such Lender, an Approved Fund or, if an Event ’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of Default has occurred such Lender’s Revolving Commitment and is continuing, any other assignee; provided, further, that Borrower such Lender’s Revolving Advances and shall be deemed to have consented to in an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; amount not less than $5,000,000, (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the resulting Revolving Commitment or Loans and Revolving Advances of the assigning Lender subject (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 unless 10,000,000, (iii) each of Borrower such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent otherwise consenta $4,000 administrative fee; provided that no and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such consent of Borrower execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be required if an Event at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Default has occurred a Lender hereunder and is continuing; (B) each partial assignment shall such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be made as released from its obligations under this Agreement (and, in the case of an assignment Assignment and Acceptance covering all or the remaining portion of a proportionate part of all the assigning such Lender’s rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderparty hereto) but shall continue to be entitled to the benefits of Sections 2.8, shall deliver 2.9, 2.11, 9.4, 9.7 and 9.16 with respect to Administrative Agent an Administrative Questionnairefacts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent (other than in the time owing to itcase of an Eligible Assignee that is a Lender) with and (B) the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DEI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DEI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein In addition to the contrary (but subject to assignments permitted by Section 7.12.211.3(a), any each Lender may may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, more Eligible Assignees; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower the Borrowers shall be deemed to have consented to an any such assignment unless it the Borrowers shall have objected object thereto by written notice to the Administrative Agent within five Banking 10 Business Days after having received notice thereof; ; and provided further that (i) any such assignment shall be in a minimum aggregate amount of $1,000,000 of the Loans and Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Loans and Commitments held by such Lender), (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, not varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, except that this clause the Loans and Commitments being assigned and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their related parties 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. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, 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. 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 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. Notwithstanding anything else herein (a) Except as otherwise provided in this Section 13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities under this Agreement unless (i) the Global Rating Agency Condition has been satisfied with respect thereto, (ii) the consent of the Issuer has been obtained with respect thereto and (iii) such assignment or delegation has not been disapproved in writing by (A) a Majority of the Subordinated Notes and (B) for an assignment to any person who is not an Affiliate of the contrary Collateral Manager that is a Registered Investment Adviser, a Majority of the Controlling Class within 30 days’ notice of such assignment. The Collateral Manager shall not be required to obtain such consents or satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall obtain the consent of the Issuer to such assignment, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act. (but subject to b) The Collateral Manager may without satisfaction of the Global Rating Agency Condition, without obtaining the consent of any holder or beneficial owner of any Notes and, so long as such assignment or delegation does not constitute an “assignment” for purposes of Section 7.12.2)205(a)(2) of the Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of the Issuer, (1) assign any Lender may assign to one or more Persons all or a portion of its rights and or obligations under this Agreement to an Affiliate; provided that such Affiliate (including i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Collateral Manager under this Agreement and (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the 1940 Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, or merger with or into, or transfer of all or a portion substantially all of its Commitment and the Loans assets to, another entity; provided further that, at the time owing of such consolidation, merger, amalgamation or transfer the resulting, surviving or transferee entity assumes all the obligations of the Collateral Manager under this Agreement generally and the other entity is solely a continuation of the Collateral Manager in another corporate or similar form and has substantially the same staff; provided further that such action does not cause the Issuer to itbe subject to tax in any jurisdiction outside of its jurisdiction of formation; provided further that the Collateral Manager shall deliver prior notice to the Rating Agencies (provided that in the case of Fitch, only for so long as any Class A-1 Notes remain outstanding) of any assignment, delegation or combination thereof made pursuant to this sentence. Upon the execution and delivery of any such assignment by the assignee, the Collateral Manager will be released from further obligations pursuant to this Agreement except with respect to its obligations and agreements arising under Sections 10, 12(g), 17, 21 through 24, and 26 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after such assignment. (c) This Agreement shall not be assigned by the Issuer without (i) the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to (A) the Collateral Manager, (B) a Lender, an Affiliate Majority of the Subordinated Notes and (C) a Lender, an Approved Fund or, if an Event Majority of Default has occurred each Class of Secured Notes (voting separately) and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent satisfaction of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) Global Rating Agency Condition, except in the case of assignment by the Issuer (1) to an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (2) to a Lender or an Affiliate of a Lender or an assignment the Trustee as contemplated by the granting clause of the entire remaining amount of Indenture. The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the assigning Lender’s Commitment or LoansTrustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the amount of the Commitment or Loans of the assigning Lender subject Issuer shall use reasonable efforts to each cause such assignment (determined as of the date the Assignment and Assumption with respect assignee to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; andthe Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. (Dd) The Issuer shall provide the assignee, if it Rating Agencies and the Trustee (who shall not be provide a Lender, shall deliver copy of such notice to Administrative Agent an Administrative Questionnairethe Controlling Class) with notice of any assignment pursuant to this Section 13.

Assignments. Notwithstanding anything else herein to 17.1 The Tenant shall not assign the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion whole of its rights and obligations under this Agreement (including all or a portion lease without the consent of its Commitment and the Loans at the time owing to it) with the prior written consentLandlord, such consent, in each case, consent not to be unreasonably withheld withheld. 17.2 The Tenant shall not assign part only of this lease. 17.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may give its consent to an assignment subject to all or delayed, ofany of the following conditions: (a) a condition that the assignor enters into an authorised guarantee agreement which: (i) Borrower, provided that no consent is in respect of Borrower shall be required for an assignment to a Lender, an Affiliate all the tenant covenants of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthis lease; (ii) Administrative Agent; provided that no consent is in respect of Administrative Agent shall be required for an assignment to a Lenderthe period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇; (iii) each LC Issuing Bankimposes principal debtor liability on the assignor; (iv) requires (in the event of a disclaimer of this lease) the assignor to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and (ivv) each Swingline Lender. Assignments shall be subject is otherwise in a form reasonably required by the Landlord; (b) a condition that a person of standing acceptable to the Landlord acting reasonably enters into a guarantee and indemnity of the tenant covenants of this lease in the form set out in Schedule 2 (but with such amendments and additions as the Landlord may reasonably require). 17.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may refuse its consent to an assignment if either of the following additional conditionscircumstances exist at the date of the Tenant's application for consent to assign this lease: (Aa) except any Annual Rent or other money due under this lease is outstanding; or (b) the proposed assignee is not or will not be capable of being registered as a FIT generator (as defined in the case of SLCS). 17.5 Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to an assignment in any other circumstance where it is reasonable to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairedo so.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: each such assignment shall be to an Eligible Assignee; each of (A) the Loans at Administrative Agent and (B) the time owing to it) with the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld withheld); DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or delayed, of: (i) Borrower, provided that no consent Event of Borrower Default; any such partial assignment shall be required for in an assignment amount at least equal to a Lender, an Affiliate of a Lender, an Approved Fund $5,000,000 (or, if an Event of Default has occurred and is continuingless, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loans; (C) the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) 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; and (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For avoidance of doubt, shall deliver the parties to Administrative Agent an Administrative Questionnairethis Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Notwithstanding anything else Except as herein provided, this Agreement shall be binding upon and inure to the contrary benefit of Administrative Agent, ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ and their respective representatives, successors and assigns. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each assignment and assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (but subject and stated interest) of the Loans owing to, each Lender pursuant to Section 7.12.2the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent 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. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at Notes (if any) in whole or in part or sell participations therein without notice to Borrower or Borrower’s consent. Notwithstanding the time owing to it) with the foregoing, Borrower may not assign, transfer or otherwise convey this Agreement, in whole or in part, without Administrative Agent’s and each Lender’s prior written consentconsent and, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that so long as no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred exists, no Lender may assign its interest in this Agreement to any Person who is known to such Lender as a direct competitor of the Borrower, whether as an operating company or direct or indirect parent with voting control over such operating company. Each Lender that sells a participation to a participant (each, a “Participant”) in accordance with this Section 8.4 (shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and is continuing, any address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; obligations under the Loan Documents (ii) Administrative Agentthe “Participant Register”); provided that no consent Lender shall have any obligation to disclose all or any portion of Administrative Agent 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 Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be required conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject all purposes of this Agreement notwithstanding any notice to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairecontrary.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofassignment; (iiB) Administrative the Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iiiC) each LC Issuing Bank; and (ivD) each the Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) sentence shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline outstanding Competitive Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Related Parties or their securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). (iv) The Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein (i) The Borrower may not assign any of its rights or obligations under the Loan Documents without the prior written consent of (A) in the case of the Loan Documents referred to in Section 7.07(a), the Administrative Agent and (B) in the case of any of the other Loan Documents, each Lender, and no assignment of any such obligation shall release the Borrower therefrom unless the Administrative Agent or each Lender, as applicable, shall have consented to such release in a writing specifically referring to the contrary obligation from which the Borrower is to be released. (but subject to Section 7.12.2), any ii) Each Lender may from time to time assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Loan Documents to one or a portion of its Commitment and more Persons, without the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower the Borrower; provided that, no such assignment shall be required for an effective unless (A) the assignment is consented to a Lenderby the Administrative Agent and, an Affiliate of a Lender, an Approved Fund or, if an so long as no Event of Default has occurred and is continuing, any other the Borrower, which consents shall not be unreasonably withheld or delayed, (B) a Notice of Note Assignment with respect to the assignment, duly executed by the assignor and the assignee; provided, furthershall have been given to the Borrower and the Administrative Agent, that Borrower shall be deemed to have consented to (C) in the case of an assignment unless it of a Registered Note, such Registered Note shall have objected thereto been surrendered for registration of assignment duly endorsed by (or accompanied by a written notice to Administrative Agent within five Banking Days after having received notice thereof; instrument of assignment duly executed by) the Registered Holder and such assignment shall have been recorded on the Register and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AD) except in the case of an assignment by the Lender that is the Administrative Agent, the Administrative Agent shall have been paid an assignment fee of $2,500. Upon any effective assignment, the assignee shall have all of the rights and shall be obligated to a Lender or an Affiliate perform all of the obligations of a Lender Lender; provided, however, that no assignee shall be entitled to any amounts that would otherwise be payable to it with respect to its assignment under Section 1.06, 1.09 or an assignment Section 1.10 unless (x) such amounts are payable in respect of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of a Regulatory Change Enacted after the date the Assignment and Assumption with respect applicable assignment agreement was executed or (y) such amounts would have been payable to the Lender that made such assignment is delivered to Administrative Agent) shall if such assignment had not be less than $5,000,000 unless each been made. In the event of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial any effective assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be by a Lender, shall deliver the Borrower shall, against (except in the case of a partial assignment) receipt of the existing Note of the assignor Lender, issue a new Note to Administrative Agent an Administrative Questionnairethe assignee Lender.

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.211.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed, of: ) of the Agent and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assignee; provided, further, that ) the Borrower shall be deemed to have consented required prior to an assignment unless it shall have objected thereto by written notice becoming effective with respect to Administrative Agent within five Banking Days after having received notice thereof;an assignee which, prior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bi) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Cii) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit F hereto, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.02(b)(ii) and any written consent to such assignment required by Section 11.02(a), the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(a), 2.21(d), 2.22.6(b) or 9.05, the Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)Any Lender may, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentconsent of Administrative Agent, such consent, in each case, which consent shall not to be unreasonably withheld or delayedwithheld, of: (i) Borrowerand, provided that so long as no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default pursuant to Sections 11.1.1 or 11.1.7 has occurred and is continuing, any other assignee; providedBorrower Representative, further, that on behalf of all Borrowers (which consent by Borrower Representative shall not be unreasonably withheld or delayed and shall be deemed to have consented to an assignment unless it shall have objected thereto given by written notice to Borrowers if no objection is received by the assigning Lender and Administrative Agent from Borrowers within five Banking 3 Business Days after having received notice thereof; of such proposed assignment has been provided by the assigning Lender as set forth in this Section 13.2.1), assign and delegate to one or more Eligible Assignees (iieach an “Assignee”) Administrative Agent; provided that (provided, however, no consent of Administrative Agent or Borrower Representative shall be required for an in connection with any assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to and delegation by a Lender or to an Affiliate of a such Lender, to any other Lender or any Affiliate thereof or to an assignment Approved Fund) all, or any ratable part of all, of the entire remaining amount of the assigning Lender’s Commitment or Loans, the Revolver Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of the Commitment or $1,000,000 (provided that, unless an assignor ▇▇▇▇▇▇ has assigned and delegated all of its Loans of the assigning Lender subject to each and Revolver Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Revolver Commitment in a minimum amount of $10,000,000 held by it; provided, however, that Borrowers and Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (determined as i) written notice of the date the Assignment such assignment, together with payment instructions, addresses and Assumption related information with respect to such assignment is delivered the Assignee, shall have been given to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower Representative and Administrative Agent otherwise consentby such ▇▇▇▇▇▇ and the Assignee; provided that no (ii) such consent of Lender and its Assignee shall have delivered to Borrower shall be required if an Event of Default has occurred Representative and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee Acceptance in the form of $3,500Exhibit E; and (Diii) the assignee, if it shall not be a Lender, shall deliver assignor Lender or Assignee has paid to Administrative Agent an Administrative Questionnairea processing fee in the amount of $3,500 (with only one such fee payable in connection with contemporaneous assignments pursuant to the same Assignment and Acceptance to or by two or more Approved Funds of a single Lender); and (iv) the other provisions of this Section 13.2.1 have been satisfied.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any 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 Persons Eligible Assignees (each an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentNotes; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no such consent of by the Borrower shall be required for an assignment to (x) if a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower or Potential Default shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; exist or (iiy) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a ws4E6.tmp 37 another Lender or an Affiliate affiliate of a Lender or an assignment of the entire remaining amount of the assigning another Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment ; (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agentii) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each any partial assignment shall be made as in an amount at least equal to $5,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of at least $5,000,000.00, 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 proportionate part of Lender party to this Agreement and shall have all the assigning Lender’s rights and obligations under this of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, except that this clause (B) and the transferor Lender shall not apply be released from its obligations hereunder to a Swingline 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’s rights , the Administrative Agent and obligations in respect of Swingline Loans; (C) the parties Borrower shall make appropriate arrangement so the new Notes are issued to each assignment the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall execute and deliver pay to the Administrative Agent an Assignment and Assumption, together with a administrative fee for processing and recordation fee such assignment in the amount of $3,500; and (D) 4,500.00. Anything in this Section to the assigneecontrary notwithstanding, if no Lender may assign or participate any interest in any Loan held by it shall not be a Lenderhereunder to the Borrower, shall deliver to Administrative Agent an Administrative Questionnaireor any of its respective Affiliates or subsidiaries.

Assignments. Notwithstanding anything else herein The Program Agreements are not assignable by Seller. Administrative Agent and Buyers may from time to the contrary (but subject to Section 7.12.2), any Lender may time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at Program Agreements pursuant to the time owing to itAdministration Agreement in each case only if (and subject to) with the Seller having given its prior written consent, consent to such consent, assignment (which Seller may give or withhold in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred its sole and is continuing, any other assigneeabsolute discretion); provided, furtherhowever, that Borrower shall be deemed to have consented Seller’s prior written consent to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; continuing at the time of such assignment; provided, further that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (Bthe “Register”) each partial and a copy of an executed assignment shall be made as an assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of a proportionate part of all the assigning Lender’s such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to 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 a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, except that this clause (B) shall not apply the other Program Agreements, any document or other information delivered to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties Administrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as applicable, will cause such party to each assignment shall execute and deliver a non-disclosure agreement whereby such party agrees to keep such information delivered by Administrative Agent an Assignment and Assumptionor Buyers to such party confidential, together with a processing and recordation fee on substantially similar terms as set forth in Section 32 of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairethis Agreement.

Assignments. Notwithstanding anything else herein (a) Except as otherwise provided in this Section 13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities under this Agreement unless (i) the S&P Rating Condition has been satisfied with respect thereto, (ii) the consent of the Issuer has been obtained with respect thereto and (iii) such assignment or delegation has not been disapproved in writing by (A) a Majority of the Subordinated Notes and (B) for an assignment to any person who is not an Affiliate of the contrary Collateral Manager that is a Registered Investment Adviser, a Majority of the Controlling Class within 30 days’ notice of such assignment. The Collateral Manager shall not be required to obtain such consents or satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall obtain the consent of the Issuer to such assignment, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act. (but subject to b) The Collateral Manager may without satisfaction of the S&P Rating Condition, without obtaining the consent of any holder or beneficial owner of any Debt and, so long as such assignment or delegation does not constitute an “assignment” for purposes of Section 7.12.2)205(a)(2) of the Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of the Issuer, (1) assign any Lender may assign to one or more Persons all or a portion of its rights and or obligations under this Agreement to an Affiliate; provided that such Affiliate (including i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Collateral Manager under this Agreement and (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the 1940 Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, or merger with or into, or transfer of all or a portion substantially all of its Commitment and the Loans assets to, another entity; provided further that, at the time owing of such consolidation, merger, amalgamation or transfer the resulting, surviving or transferee entity assumes all the obligations of the Collateral Manager under this Agreement generally and the other entity is solely a continuation of the Collateral Manager in another corporate or similar form and has substantially the same staff; provided further that such action does not cause the Issuer to itbe subject to tax in any jurisdiction outside of its jurisdiction of formation; provided further that the Collateral Manager shall deliver prior notice to the Rating Agency of any assignment, delegation or combination thereof made pursuant to this sentence. Upon the execution and delivery of any such assignment by the assignee, the Collateral Manager will be released from further obligations pursuant to this Agreement except with respect to its obligations and agreements arising under Sections 10, 12(g), 17, 21 through 24, and 26 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after such assignment. (c) with This Agreement shall not be assigned by the Issuer without (i) the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to (A) the Collateral Manager, (B) a Lender, an Affiliate Majority of the Subordinated Notes and (C) a Lender, an Approved Fund or, if an Event Majority of Default has occurred each Class of Secured Debt (voting separately) and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent satisfaction of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) S&P Rating Condition, except in the case of assignment by the Issuer (1) to an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (2) to a Lender or an Affiliate of a Lender or an assignment the Collateral Trustee as contemplated by the granting clause of the entire remaining amount of Indenture. The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the assigning Lender’s Commitment or LoansCollateral Trustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the amount of the Commitment or Loans of the assigning Lender subject Issuer shall use reasonable efforts to each cause such assignment (determined as of the date the Assignment and Assumption with respect assignee to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; andthe Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. (Dd) The Issuer shall provide the assignee, if it Rating Agency and the Collateral Trustee (who shall not be provide a Lender, shall deliver copy of such notice to Administrative Agent an Administrative Questionnairethe Controlling Class) with notice of any assignment pursuant to this Section 13.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.27.13.2), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent of (i) Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no Agent (such consent of Administrative Agent shall not to be required for an assignment to a Lender; unreasonably withheld) and (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (a) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Facility Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (i) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of a Default has occurred and is continuing, any other assignee; providedassignee (but, furtherin each case, that Borrower the assignor or assignee shall be deemed send notice of such assignment to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthe Borrower); (ii) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender;) with a Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (iii) each LC Issuing Bank; andLender, if such Person’s obligation to participate in Facility Letters of Credit would be increased by such assignment. (ivb) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or LoansLoans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of a Default has occurred and is continuing; (Bii) 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, except provided that this clause (B) shall not apply be construed to prohibit the assignment of a Swingline proportionate part of all the assigning Lender’s rights and obligations in respect of Swingline one Class of Commitments or Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or its 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.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees (each, a “Purchaser”) 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 (including all or a portion of its Commitment and the Loans at the time owing to it) Agreement. Each such assignment with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser that is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans 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 each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date”, if the “Trade Date” is delivered specified in the assignment. The consent of Company is required for an assignment to Administrative Agent) shall not be less than $5,000,000 effective unless each the Purchaser is a Lender, an Affiliate of Borrower and Administrative Agent otherwise consent; a Lender, or an Approved Fund, provided that no such the consent of Borrower shall be Company is not required if an Event of Default has occurred and is continuing; (B) each partial assignment exists; provided further that Company shall be made as 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 proportionate part 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 any other Loan Document signed by or on behalf of the Lenders and have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party to the Loan Documents, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by Borrowers, the Lenders, or Agent. In the case of an assignment of all of the assigning Lender’s rights and obligations under this Agreement, except 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 clause (B) Agreement that does not comply with this Section 9.5.c shall not apply to be treated for the purposes of this Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 9.5.b. Upon the consummation of Swingline Loans; (C) any assignment to a Purchaser pursuant to this Section 9.5.c, the parties transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each assignment 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 execute and deliver to Administrative Agent an maintain at one of its offices in the United States, a copy of each Assignment and AssumptionAssumption delivered to it and a register for the recordation of the names and addresses of the Lenders, together with a processing and recordation fee the Commitments of, and principal amounts of $3,500; and (D) the assigneeLoans owing to, if it shall not be a each Lender, and participations of each Lender in Facility LCs, pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall deliver be conclusive absent manifest error, and Borrowers, Agent, and the Lenders shall treat each Person whose name is recorded in the Register pursuant to Administrative Agent an Administrative Questionnairethis Section 9.5.c as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Company at any reasonable time and from time to time upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, however, (including all i) such Lender shall (unless the assignment is to another Lender or a portion an Affiliate of its Commitment and the Loans at assigning Lender) first obtain the time owing to it) with the prior written consent, such consent, in each case, consent of Agent (which consent shall not to be unreasonably withheld or delayed) and, of: (i) Borrower, provided that so long as no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuingcontinuing at such time, Borrowers, which consent shall not be unreasonably withheld or delayed (provided that, in any other assignee; providedevent, further, that Borrower Borrowers shall be deemed to have consented to an any such assignment unless it they shall have objected object thereto by written notice to Administrative Agent within five Banking (5) Business Days after having received notice thereof; ), (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Revolving Loan Commitments and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) being assigned shall not in no event be less than the lesser of (A) $5,000,000 unless each 1,000,000 or (A) the entire amount of Borrower the Revolving Loan Commitments and Administrative Agent otherwise consent; provided that no Loans of such consent of Borrower shall be required if an Event of Default has occurred assigning Lender and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each such assignment shall execute and deliver to Administrative Agent for acceptance and recording an Assignment and Assumption, Acceptance Agreement together with (x) a processing and recordation recording fee of $3,500; and 3,500 payable by the assigning Lender to Agent and (Dy) each of the Notes originally delivered to the assigning Lender (if any). The administrative fee referred to in clause (iii) of the preceding sentence shall not apply to an assignment of a security interest in all or any portion of a Lender’s rights under this Agreement or the other Loan Documents, as described in clause (i) of Section 9.5(d) below. Upon receipt of all of the foregoing, Agent shall notify Borrowers of such assignment and Borrowers shall comply with its obligations under Section 2.1(d). In the case of an assignment authorized under this Section 9.5, the assignee shall be considered to be a “Lender” hereunder and Loan Parties hereby acknowledge and agree that any assignment will give rise to a direct obligation of Loan Parties to the assignee, if it . The assigning Lender shall not be a Lender, shall deliver relieved of its obligations to Administrative Agent an Administrative Questionnairemake Loans hereunder with respect to the assigned portion of its Revolving Loan Commitments.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Lenders, Affiliates of Lenders, Approved Funds or other Persons, other than, in each case, a natural person, a Defaulting Lender, a Borrower or a subsidiary or Affiliate of a Borrower (any such permitted assignee being called an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assigneeassignment; provided, provided further, that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) Administrative the Agent; provided that no consent of Administrative the Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iii) each LC Issuing Bank; and (ivC) each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, state and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 12.1(c). (iv) The Agent, acting solely for this purpose as a non-fiduciary agent, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 3.5(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Lenders, Affiliates of Lenders, Approved Funds or other Persons, other than, in each case, a natural person, a Borrower or a subsidiary or Affiliate of a Borrower (any such permitted assignee being called an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assigneeassignment; provided, provided further, that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) Administrative the Agent; provided that no consent of Administrative the Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iii) each LC Issuing Bank; and (ivC) each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 12.1(c). (iv) The Agent, acting solely for this purpose as a non-fiduciary agent, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein to Borrower may not assign or transfer any of its rights or obligations under any Credit Document without the contrary (but subject to Section 7.12.2), any prior written consent of Lender. Lender may at any time, without the consent of Borrower, assign to one or more Persons all Affiliates (each an “Assignee”) all, or a portion proportionate part of all, of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans other Credit Documents, and such Assignee shall assume such rights and obligations, pursuant to an assignment and assumption agreement executed by such Assignee and Lender; provided, however, that any Assignee of Lender shall be required to have at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: of assignment (i) Borrower, provided that no consent a creditworthiness not less than the creditworthiness of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred Lender at such time and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that a credit facility, with TCF Bank as lender and Assignee as borrower, no consent of Administrative Agent less favorable than Lender’s credit facility with TCF Bank and supported by the same Performance Assurance Agreement from TCF Bank furnished in connection with Lender’s credit facility with TCF Bank, and such Assignee shall be required for an assignment able to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lenderperform the obligations of Lender hereunder. Assignments Upon execution and delivery of such instrument, such Assignee shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate party to this Agreement and shall have all the rights and obligations of a Lender with a commitment as set forth in such instrument of assumption, and Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or an action by any party shall be required. Upon the consummation of any assignment of the entire remaining amount of the assigning Lender’s Commitment or Loanspursuant to this Section 8.05(b), the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assigneemake appropriate arrangements so that, if it shall not be required, a Lender, shall deliver new Revolving Loan Note is issued to Administrative Agent an Administrative Questionnairethe Assignee and the existing Revolving Loan Note is returned to Borrower.

Assignments. Notwithstanding anything else herein (i) (Subject to the contrary conditions set forth in clause (but subject to Section 7.12.2)ii) below, any Lender Bank may assign to one or more Persons Banks or other institutions (each an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Commitment, the Loans at the time owing to itit and its L/C Interests) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (ia) Borrowerthe Company, provided that no consent of Borrower the Company shall be required for an assignment to (1) a Lender, Bank or an Affiliate affiliate of a Lender, an Approved Fund or, Bank that is a financial institution or (2) if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofAssignee, (b) the Agent; (iic) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC the Issuing Bank; and (ivd) each the Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender Bank or an Affiliate affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment Bank's Commitment, Loans or LoansL/C Interests, the amount of the Commitment Commitment, Loans or Loans L/C Interests of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 10,000,000 and in multiples of $1,000,000 unless each of Borrower the Company and Administrative the Agent otherwise consent; , provided that no such consent of Borrower the Company shall be required if an Event of Default has occurred and is continuing; (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Bank's rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cc) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5004,000; and (Dd) the assigneeAssignee, if it shall not be a LenderBank, shall deliver to Administrative the Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to clause (iv) of this Section, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11(D), 2.12, 8.03 and 9.

Assignments. Notwithstanding anything else herein to Without any requirements for further consent of the contrary (but subject to Section 7.12.2)Seller, any Lender Buyer may assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a portion of its Buyer with a Commitment and the Loans at the time owing hereunder immediately prior to it) with giving effect to such assignment. With the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if 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 is continuingat no cost to the Seller or the Administrative Agent, any other assignee; provided, further, that Borrower shall be deemed Buyer may assign any or all of its rights and obligations under the Repurchase Documents to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentone or more assignees; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender Buyer or an a Buyer Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderBuyer’s Commitment or LoansCommitted Sum, the amount of the Commitment or Loans of the assigning Lender subject to each no such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be in an amount less than $5,000,000 15,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an and (unless a Default or Event of Default has occurred and is continuing; ) the Seller consents thereto, (B2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBuyer’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D3) the assignee, if it shall is not be a LenderBuyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Seller and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.18(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 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 in accordance with Section 22.18(a).

Assignments. Notwithstanding anything else herein (a) The provisions of this Agreement shall be binding upon and inure to the contrary benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (but A) to an Eligible Assignee in accordance with Section 11.03(b), (B) by way of participation in accordance with Section 11.03(d) or (C) by way of pledge or assignment of a security interest subject to the restrictions of Section 7.12.211.03(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in this Section 11.03 and, to the extent expressly contemplated hereby, the Related Parties of each Agent and Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time after the date hereof assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: ); provided that (i) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment Approved Fund with respect to a Lender, the Commitment (which for this purpose includes the Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Lender Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date, shall not be less than one million Dollars ($5,000,000 1,000,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof, unless each of Borrower and the Administrative Agent otherwise consentconsents in writing; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bii) 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, except that this clause Agreement with respect to the Loan and the Commitment assigned; (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an a Lender Assignment and AssumptionAgreement, together with a processing and recordation fee of two thousand five hundred Dollars ($3,5002,500); and provided that (DA) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such two thousand five hundred Dollars ($2,500) fee shall be payable for all such contemporaneous assignments; (iv) the assigneeEligible Assignee, if it shall is not be a LenderLender prior to such assignment, shall deliver to the Administrative Agent an administrative questionnaire; and (vi) if the Aggregate Commitment is eighteen million Dollars ($18,000,000) or less, no assignment by a Lender of any of its rights or obligations under the Financing Documents shall be permitted if as a result of such assignment there will be more than three (3) Lenders under this Agreement. Subject to acceptance and recording thereof by the Administrative QuestionnaireAgent pursuant to Section 11.03(c), from and after the effective date specified in each Lender Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs), 4.05 (Funding Losses), 11.06 (Costs and Expenses) and 11.08 (Indemnification by the Borrowers) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.03(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.03(d). (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office a copy of each Lender Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for consent to a material or other substantive change to the Financing Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. (d) Any Lender may at any time, without the consent of, or notice to, either Borrower or any Agent, sell participations to any Person (other than a natural person or either Borrower or any Affiliate or Subsidiary thereof) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 (Amendments, Etc.) that directly affects such Participant. Subject to Section 11.03(e), each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs) and 4.05 (Funding Losses), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.03(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.14 (

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)a) Any Lender may, in accordance with applicable law, at any Lender may time assign to one or more Persons Purchasers all or a portion any part of its rights and obligations under this Agreement (including all the Loan Documents. Such assignment shall be substantially in the form of Exhibit B or a portion in such other form as may be agreed to by the parties thereto. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Administrative Agent shall be required for prior to an assignment becoming effective with respect to a Lender, Purchaser which is not a Lender or an Affiliate of a Lender, thereof or an Approved Fund or, Fund; provided that if an Event of a Default has occurred and is continuing, any other assigneethe consent of the Borrower shall not be required; provided, and provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking (5) Business Days after having received notice thereof; . The consent of the Swingline Lender and each LC Issuer shall be required prior to an assignment becoming effective with respect to any Purchaser. Each such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof or an Approved Fund shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning ▇▇▇▇▇▇’s Commitment (calculated as at the date of such assignment) or Outstanding Credit Exposure (if the applicable Commitment has been terminated). (b) Upon (i) delivery to the Administrative Agent; provided Agent of an assignment, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee by the assigning Lender to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent in its sole discretion), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect 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 any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent of or action by the Borrower, the Lenders or the Administrative Agent shall be required for an to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(a), the transferor Lender;, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iiic) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an In connection with any assignment of the entire remaining amount rights and obligations of the assigning Lender’s Commitment or Loansany Defaulting Lender hereunder, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as an appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Facility LCs and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of a proportionate part of all the assigning Lender’s rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (d) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its office referred to in Schedule 13.1 a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and Outstanding Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In addition, the Administrative Agent shall maintain on the Register information regarding the designation, revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the LC Issuers, the Swingline Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, except that this clause (B) notwithstanding notice to the contrary. The Register shall not apply be available for inspection by the Borrower, any LC Issuer, any Lender and the Swingline Lender at any reasonable time and from time to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to Without any requirements for further consent of the contrary (but subject to Section 7.12.2)Seller, any Lender Buyer may assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a portion of its Buyer with a Commitment and the Loans at the time owing hereunder immediately prior to it) with giving effect to such assignment. With the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if 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 is continuingat no cost to the Seller or the Administrative Agent, any other assignee; provided, further, that Borrower shall be deemed Buyer may assign any or all of its rights and obligations under the Repurchase Documents to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentone or more assignees; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender Buyer or an a Buyer Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderBuyer’s Commitment or LoansCommitted Sum, the amount of the Commitment or Loans of the assigning Lender subject to each no such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be in an amount less than $5,000,000 15,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an and (unless a Default or Event of Default has occurred and is continuing; ) the Seller consents thereto, (B2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBuyer’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D3) the assignee, if it shall is not be a LenderBuyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Seller and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.17(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 22.17(b) shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 22.17(a).

Assignments. Notwithstanding anything else herein Any Lender may (at its expense, except for assignments to or from Administrative Agent, which shall be at the expense of Borrower pursuant to the contrary (but subject to Section 7.12.2terms of this Credit Agreement), and, following a demand by Borrower (following a demand by such Lender for payment of any Lender may amounts under SECTION 4.6) shall, at any time assign to one or more Persons all Eligible Assignees (an "ASSIGNEE") all, or a portion proportionate part of all (in a constant, not varying percentage), of its rights and obligations under this Credit Agreement (including all or a portion of and its Commitment Note, and the Loans at the time owing such Assignee shall assume such rights and obligations, pursuant to it) with the prior written consentan Assignment and Acceptance Agreement; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, ofthat: (i) Borrowerthis SECTION 13.11(c) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, provided that but no consent of Borrower shall be required for an such assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower Federal Reserve Bank shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofrelease the assigning Lender from its obligations hereunder; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender another Lender, or an Affiliate the assignment of all of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Credit Agreement, except that this clause (B) any assignment shall not apply to be in a Swingline Lender’s rights and obligations minimum amount of $5,000,000, and, if in respect a greater amount, in integral multiples of Swingline Loans$1,000,000; (Ciii) if the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of Taxes in accordance with SECTION 4.6; (iv) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAcceptance Agreement, together with the Assignee shall pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a processing and recordation fee of $3,5003,500 to Administrative Agent (except in the case of a transfer at the demand of Borrower, in which case either Borrower or the transferee Lender shall pay such fee); (v) each assignment made as a result of a demand by Borrower shall be arranged by Borrower after consultation with Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another assignment or assignments that together constitute an assignment of all of the rights and obligations of the assigning Lender; and (Dvi) Bank of America shall retain a Commitment equal to or exceeding the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireCommitment of the Lender with the otherwise highest Commitment.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.2, 5.5, 5.6, 5.7 and 5.9 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Credit Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Credit Documents. Such assignment shall be required for an substantially in the form of Schedule 10.3 or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser which is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s applicable Commitment or Loans, the amount of the Commitment or and Loans of the assigning Lender or (unless each of the Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date,” if the “Trade Date” is delivered to Administrative Agentspecified in the assignment. (b) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrower shall not be required if an Event of a Default has occurred and is continuing; (B) each partial assignment . The consent of the Administrative Agent shall be made as required prior to an assignment becoming effective unless the Purchaser is a Lender with a Revolving Commitment (in the case of an assignment of a proportionate part Revolving Commitment) or is a Lender, an Affiliate of a Lender or an Approved Fund (in the case of an assignment of any other Commitment or Loans). The consent of the Issuing Bank shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this Section 10.3(b) shall not be unreasonably withheld or delayed. (c) Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Sections 10.2(a) and 10.2(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans 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 Credit 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 any other Credit Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, except such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Credit Documents which 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 clause (B) Section 10.3 shall not apply to be treated for purposes of this Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 10.2. Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 10.3(c) the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (Cd) The Administrative Agent, acting solely for this purpose as an agent of the parties Borrower, shall maintain at one of its offices in Houston, Texas 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 assignment Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall execute be conclusive, and deliver to the Borrower, the Administrative Agent an Assignment and Assumptionthe Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, together with a processing notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower at any reasonable time and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.04(b)(ii), any Lender may assign to one or more Persons assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent of: (A) the Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of the Borrower shall be required for if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneeFund; provided, provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it the Borrower shall have objected object thereto by written notice to the Administrative Agent within five Banking with 5 Business Days after having received written notice thereof; (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender; (iii) each LC Issuing BankLender immediately prior to giving effect to such assignment; and (ivC) each Swingline Lender. the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5004,000; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the Borrower. (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). (iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the Assignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b). (vi) Notwithstanding the foregoing, no assignment or participation shall be made to any Loan Party or any Affiliate of a Loan Party.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Revolving Commitment, the Loans at the time Advances owing to it) with , the prior written consentNotes held by it, such consentif any, and the participation interest in each casethe Letter of Credit Obligations held by it); provided, not to be unreasonably withheld or delayedhowever, of: that (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to a Lender, an Affiliate of a constant, and not a varying, percentage of all of such Lender, an Approved Fund or, if an Event ’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of Default has occurred such Lender’s Revolving Commitment and is continuing, any other assignee; provided, further, that Borrower such Lender’s Revolving Advances and shall be deemed to have consented to in an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; amount not less than $5,000,000, (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the resulting Revolving Commitment or Loans and Revolving Advances of the assigning Lender subject (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 unless 10,000,000, (iii) each of Borrower such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent otherwise consenta $4,000 administrative fee; provided that no and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such consent of Borrower execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be required if an Event at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Default has occurred a Lender hereunder and is continuing; (B) each partial assignment shall such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be made as released from its obligations under this Agreement (and, in the case of an assignment Assignment and Acceptance covering all or the remaining portion of a proportionate part of all the assigning such Lender’s rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderparty hereto) but shall continue to be entitled to the benefits of Sections 2.8, shall deliver 2.9, 2.11, 9.4, 9.7 and 9.15 with respect to Administrative Agent an Administrative Questionnairefacts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, it being understood that it would not be unreasonable for a Borrower to withhold consent to an assignment of all or a portion of a Lender’s rights and obligations under this Agreement to a Person that is not engaged in making commercial revolving loans and similar extensions of credit in the ordinary course of its business) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of Default has occurred and is continuing, for any other assigneeassignment; provided, further, provided further that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iiiC) each LC Issuing Bankin the case of an assignment of a Commitment or any Swingline Exposure, the Swingline Lender; and (ivD) in the case of an assignment of a Commitment or any LC Exposure, each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderL▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of Default has occurred and is continuing; provided further that each Borrower will be deemed to have consented to an assignment if it does not respond to a written request for a consent thereto within 10 Business Days after actual receipt of such request; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderL▇▇▇▇▇’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, state and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 9.4, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.10). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 9.4(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. The Register is intended to cause the Commitments, Loans, Letters of Credit or other obligations to be in registered form within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and Sections 5f.103-1(c) and 1.871-14(c) of the United States Treasury Regulations. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 3.5(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons all or a portion with the written consents of its rights and obligations under this Agreement (including all or a portion of its Commitment the Company and the Loans at the time owing to it) with the prior written consent, such consent, in each case, Agent (which consents will not to be unreasonably withheld or delayed, of: ) at any time assign and delegate to one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of such Lender’s Committed Loans and Commitment; each such assignment of a Lender’s Commitment shall be in the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof; provided that no such consent from the Company shall be required in the case of (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a LenderPermitted AIG Affiliate that is, at such time, an Affiliate of AIG or (ii) an assignment of outstanding Committed Loans (but not Commitments) to an Eligible Assignee that is an Affiliate of AIG; provided, further, that, any such Assignee will comply, if applicable, with the provisions contained in Section 5.4; provided, further, the Company may withhold consent to the assignment of any Lender’s Committed Loans and Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Borrower would be required to compensate for any withholding or deductions described in clauses (i) or (ii) of Section 12.9(b) that are in excess of any such withholding or deductions the Borrower would be required to compensate to such assigning Lender, an Approved Fund or, if an Event and any such withholding of Default has occurred consent by the Company is and is continuing, any other assigneehereby will be deemed to be reasonable; provided, further, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with such assigning Lender in connection with the interests so assigned and delegated to an Assignee until such assigning Lender and/or such Assignee shall have; and provided, further, that in the event the Company is assigned any Committed Loans or Commitments hereunder, the Company’s vote in its capacity as a Lender on account of such Committed Loans or Commitments on any amendment, modification or waiver of, or consent with respect to, any provision of this Agreement pursuant to which the Lenders have voting rights hereunder shall be deemed to be voted in favor and/or against approval in direct proportion to the votes of the other Lenders that have consented to an assignment unless it shall have objected thereto by voted in favor and/or against approval of such matter: (i) given written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to Administrative Agent within five Banking Days after having received notice thereofsuch Assignee, substantially in the form of Exhibit D, to the Company and the Agent; (ii) Administrative Agent; provided that no consent evidence satisfactory to the Company and the Agent that, as of Administrative Agent shall the date of such assignment and delegation the Obligors will not be required for an assignment to a Lenderpay any costs, fees, taxes or other amounts of any kind or nature (including under Section 12.5) with respect to the interest assigned in excess of those payable by the Obligors with respect to such interest prior to such assignment; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject paid to the following additional conditions: (A) except in Agent for the case of an assignment to a Lender or an Affiliate of a Lender or an assignment account of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Div) provided to the Agent evidence reasonably satisfactory to the Agent that the assigning Lender has complied with the provisions of Section 11.10. Upon receipt of the foregoing items and the consents of the Company and the Agent, and subject to the acceptance and recordation of the assignment by the Agent pursuant to Section 11.11, (x) the assigneeAssignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee, such Assignee shall have the rights and obligations of a Lender hereunder and under the other instruments and documents executed in connection herewith and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder, except as specified in the last sentence of Section 12.6. The Agent may from time to time (and upon the request of the Company or any Lender after any change therein shall) distribute a revised Schedule I indicating any changes in the Lenders party hereto or the respective Percentages of such Lenders and update the Register. Within five Business Days after the Company’s receipt of notice from the Agent of the effectiveness of any such assignment and delegation, if it requested by the Assignee in accordance with Section 11.11, the Borrower shall execute and deliver to the Agent (for delivery to the relevant Assignee) new Committed Notes in favor of such Assignee and, if the assigning Lender has retained Committed Loans and a Commitment hereunder and if so requested by such Lender in accordance with Section 11.11, replacement Committed Notes in favor of the assigning Lender (such Committed Notes to be in exchange for, but not in payment of, the Committed Notes previously held by such assigning Lender). Each such Committed Note shall be dated the date of the predecessor Committed Notes. The assigning Lender shall promptly ▇▇▇▇ the predecessor Committed Notes, if any, “exchanged” and deliver them to the Borrower. Any attempted assignment and delegation not made in accordance with this Section 12.4.1 shall be null and void. Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender to a Federal Reserve Lender in accordance with Regulation A of the Board of Governors of the Federal Reserve System or other similar central bank; provided, that, no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender party hereto. The Company, each Lender, and each Assignee acknowledge and agree that after receipt by the Agent of the items and consents required by this Section 12.4.1 each Assignee shall deliver be considered a Lender for all purposes of this Agreement (including Sections 5.4, 6.1, 6.4, 12.5 and 12.6) and by its acceptance of an assignment herein, each Assignee agrees to Administrative Agent an Administrative Questionnairebe bound by the provisions of this Agreement (including Section 5.4).

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, ofAgreement; provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of all the Loans at the time owing to it or in the case of an assignment to a then existing Lender or an Affiliate of a then existing Lender or an assignment of the entire remaining amount of Approved Fund with respect to the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative AgentAgent or, if “Trade Date” is specified in the Assignment Agreement, as of the Trade Date) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of Borrower and Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed and such approval to be deemed to have been given if a response is not received within five Business Days from the date on which request for approval was received by the applicable Person); (ii) (A) except in the case of assignments made in connection with the primary syndication of the Loans by Agents within five Business Days of the Closing Date and except in the case of an assignment of Loans to a then existing Lender or an Affiliate of a then existing Lender or an Approved Fund with respect to the assigning Lender, the consent of Company (which consent shall only be required if no Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed) shall be required; and (B) the consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required; (iii) 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, except that this clause (B) shall not apply Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loans;the Loans assigned; and (Civ) the parties to each assignment shall (1) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, LLC) or (2) manually execute and Assumptiondeliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (for which Company shall not be liable); and (D) and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.Questionnaire and if required, applicable tax forms. Subject to acceptance and recording thereof by Administrative Agent, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of subsection 2.7 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 9.1C.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 2,500,000 and shall be in integral multiples of $500,000 in excess thereof unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuingconsents; (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans and Reimbursement Obligations are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) 3,500 payable by the assigneeassigning Lender, and the Eligible Assignee, if it shall is not be already a Lender, shall deliver to the Administrative Agent such reasonable information as may be requested by the Administrative Agent; and (e) such Eligible Assignee shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrowing Administrators and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Sections 5.2.2 and 5.2.3. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Administrative QuestionnaireAssignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.2.2, 5.6, 5.7, and 5.9, with respect to facts and circumstances occurring prior to the effective date of such assignment, and (ii) Section 16.3, notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 15.4.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 1,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to all of the Loans or the Commitments owned by the assignor, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans, the Reimbursement Obligations and the Term Loan are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee), which approval shall not be unreasonably withheld; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §18.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) §§6.2.2, 6.6, 6.7, and 6.9 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §17.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §16.4.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.04(b)(ii), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;and (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender;Lender immediately prior to giving effect to such assignment. (iiiii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 3,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Agent pursuant to §15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) §§5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller Party or Guarantor. Subject to Section 7.12.2)36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing Program Agreements; provided, that, unless an Event of Default has occurred, (i) an assignment by a Committed Buyer or (ii) an assignment to it) with the prior written consenta non-Affiliate of Administrative Agent or Buyers, such consentshall, in each case, require Seller’s prior consent, such consent not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneewithheld; provided, further, that Borrower Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of 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 recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them pursuant to this Section to an assignee which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller Parties shall continue to have consented take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to an assignment unless it shall have objected thereto by written notice any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireand/or Buyers by Seller Parties.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)a) Any Lender may, in accordance with applicable law, at any Lender may time assign to one or more Persons Purchasers all or a portion any part of its rights and obligations under this Agreement (including all the Loan Documents. Such assignment shall be substantially in the form of Exhibit B or a portion in such other form as may be agreed to by the parties thereto. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Administrative Agent shall be required for prior to an assignment becoming effective with respect to a Lender, Purchaser which is not a Lender or an Affiliate of thereof; provided that if a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneethe consent of the Borrower shall not be required; provided, and provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking 5 Business Days after having received notice thereof; (ii) Administrative Agent; provided that no . The consent of Administrative Agent the Swingline Lender and each LC Issuer shall be required for prior to an assignment becoming effective with respect to any Purchaser. Each such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to Purchaser which is not a Lender or an Affiliate of a Lender or an assignment thereof shall (unless each of the entire Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or LoansOutstanding Credit Exposure (if the applicable Commitment has been terminated). (b) Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee by the amount assigning Lender to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent in its sole discretion), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment or Loans and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assigning 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 subject party to each such assignment (determined as this Agreement and any other Loan Document executed by or on behalf of the date Lenders and shall have all the Assignment rights and Assumption obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and a Purchaser pursuant to this Section 12.3(a), the transferor Lender, the Administrative Agent otherwise consent; provided and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (c) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as an appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Facility LCs and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of a proportionate part of all the assigning Lender’s rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its office referred to in Schedule 13.1 a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and Outstanding Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In addition, the Administrative Agent shall maintain on the Register information regarding the designation, revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the LC Issuers, the Swingline Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, except that this clause (B) notwithstanding notice to the contrary. The Register shall not apply be available for inspection by the Borrower, any LC Issuer, any Lender and the Swingline Lender at any reasonable time and from time to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower▇▇▇▇▇▇▇▇, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (ia) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;; and (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bii) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any part of its rights and obligations under the contrary Loan Documents (but subject including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to Section 7.12.2), any Lender may assign make Loans and participate in Letters of Credit) to one or more Persons commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment, (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit Obligations, the assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, 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 portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, (iv) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total and (v) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender 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 and interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, that the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement. (c) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Revolving Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Loan, the Designating Lender shall be obligated to make such Revolving Loan pursuant to the terms hereof, and (iii) the Designating Lender shall remain liable for any indemnity or any other payment or performance obligation with respect to its Revolving Credit Commitment hereunder or with respect to any Revolving Loan made by an SPV pursuant to an option to make such Revolving Loan granted pursuant hereto. The making of a Revolving Loan by an SPV hereunder shall utilize the Revolving Credit Commitment of the Designating Lender to the same extent, and as if, such Revolving Loan were made by such Designating Lender. (d) As to any Revolving Loans or portions thereof made by it, each SPV shall have all the rights that a Lender making such Revolving Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any other Loan Documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Revolving Credit Note shall be required to evidence the Revolving Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Revolving Credit Note as agent for such SPV to the extent of the Revolving Loans or portions thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (e) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable, provided that the Designating Lender which grants options to make Revolving Loans to such SPV shall be liable for such amounts as set forth in clause (c)(iii), above. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. (f) In addition, notwithstanding anything to the contrary contained in this Section 13.12 or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its rights interest in any Revolving Loans to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Revolving Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender any surety, guarantee or an Affiliate of a Lender credit or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect liquidity enhancements to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireSPV.

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) (except in the case of assignments to an existing Lender or an Affiliate thereof, in which case no consent by the contrary Administrative Agent shall be needed) and, so long as no Event of Default then exists, the Borrower (but subject which consent of the Borrower shall not be unreasonably withheld) to Section 7.12.2)sell, any Lender may assign to one assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part fixed percentage (and not by its terms of all varying percentage) of the assigning Lender’s rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Revolving Credit Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent (and the L/C Issuers, if other than 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 portion of the Revolving Credit Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender 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 Revolving Credit 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 and interest in Letters of Credit owed to it or its Revolving Credit Commitments under this AgreementSection any financial or other information pertaining to the Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, except that including any such pledge or grant to a Federal Reserve Bank, and this clause (B) Section shall not apply to any such pledge or grant of a Swingline Lender’s security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights and obligations in respect pledged or granted to it, whether by means of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderforeclosure or otherwise, shall deliver be at all times subject to Administrative Agent an Administrative Questionnairethe terms of this Agreement.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Term Loans and its Notes); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) the Loans at the time owing to it) with the prior Administrative Agent shall have provided its written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed); provided, of: (i) Borrower, provided that no consent of Borrower the Administrative Agent shall be required for an assignment to a Lender, an any Lender or Affiliate or Subsidiary of a Lender, an Approved Fund or, if an ; (iii) To the extent required in the definition of “Eligible Assignee,” the Borrower shall have provided its written consent (not to be unreasonably withheld or delayed) which consent shall not be required during the existence of a Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that the Borrower shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each any such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as in an amount at least equal to $5,000,000 (or, if less, the remaining amount of Term Loan being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (v) each such assignment by a Lender shall be of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to the Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower▇▇▇▇▇▇▇▇, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein Subject to the contrary (but subject to remaining provisions of this Section 7.12.210.05(b), any Lender may assign at any time, in the ordinary course of its commercial lending business, in accordance with applicable law, sell to one or more Persons Purchasing Lenders (which Purchasing Lender may be affiliates of the Transferor Lender), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at Note then held by it, pursuant to an Assignment and Assumption Agreement substantially in the time owing form of Exhibit "E" and satisfactory to it) with the prior written consentAgent, executed by the Transferor Lender, such consentPurchasing Lender, in each casethe Agent and the Borrower; subject, not however to be unreasonably withheld or delayed, ofthe following requirements: (i) BorrowerThe Agent and the Borrower must each give its prior consent to any such assignment which consent shall not be unreasonably withheld; it being agreed that it shall not be deemed unreasonable for the Borrower to decline to consent to such assignment if (A) such assignment would result in incurrence of additional costs to the Borrower under Section 2.10, 2.11 or 2.12, or (B) the proposed assignee has not provided that no consent of to the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneetax forms received under Section 10.05(d); provided, furtherhowever, that Borrower shall be deemed no consent is required for the transfer by a Lender to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofits Affiliate so long as the conditions in clauses (A) and (B) immediately above are satisfied; (ii) Administrative Agent; provided that no consent Each such assignment must be in a minimum amount of Administrative Agent shall be required for an assignment to a Lender$5,000,000, or, if in excess of $5,000,000, in integral multiples of $1,000,000; (iii) each LC Issuing Banksuch assignment shall be of a constant, and not a varying, percentage of the Transferor Lender's Long-Term Revolving Credit Commitment, Short-Term Revolving Credit Commitment, outstanding Revolving Credit Loans and all other rights and obligations under this Agreement and the other Loan Documents; and (iv) each Swingline Lender. Assignments The Transferor Lender shall be subject pay to the following additional conditions: (A) except in the case Agent, for its own Account, a fee of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to $3,500 for each such assignment (determined as the "ASSIGNMENT FEE"). Upon the execution, delivery, acceptance and recording of the date the any such Assignment and Assumption with respect Agreement, from and after the Transfer Effective Date determined pursuant to such assignment is delivered to Administrative AgentAssignment and Assumption Agreement, (i) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower the Purchasing Lender thereunder shall be required if an Event of Default has occurred a party hereto as a Lender and, to the extent provided in such Assignment and is continuing; (B) each partial assignment Assumption Agreement, shall be made as an assignment of a proportionate part of all have the assigning Lender’s rights and obligations of a Lender hereunder with a Revolving Credit Commitment as set forth therein, and (ii) the Transferor Lender thereunder shall, to the extent provided in such Assignment and Assumption Agreement, be released from its obligations under this AgreementAgreement as a Lender. Such Assignment and Assumption Agreement shall be deemed to amend this Agreement to the extent, except that this clause (B) shall not apply and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Swingline Lender’s Lender and the resulting adjustment of Ratable Share arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations in respect of Swingline Loans; (C) such Transferor Lender under this Agreement and the parties Notes. On or prior to each assignment the Transfer Effective Date, the Borrower shall execute and deliver to Administrative Agent the Agent, in exchange for the surrendered Notes held by the Transferor Lender, new Notes to the order of such Purchasing Lender in an amount equal to the Long-Term Revolving Credit Commitment and Short-Term Revolving Credit Commitment assumed by it and purchased by it pursuant to such Assignment and AssumptionAssumption Agreement, together with a processing and recordation fee new Notes to the order of $3,500; and (D) the assignee, if Transferor Lender in an amount equal to the Long-Term Revolving Credit Commitment and Short-Term Revolving Credit Commitment retained by it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairehereunder.

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller. Subject to Section 7.12.2)37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) and the provisions of this Section 22 (Non assignability) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: Program Agreements if (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, (ii) such assignment is to an Affiliate of Administrative Agent or (iii) such assignment is to any other assigneePerson, with (in respect of this clause (iii) and in the absence of an Event of Default) Seller’s prior written consent, not to be unreasonably withheld; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent, each applicable Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Sellers, Administrative Agent and Buyers shall treat each Person whose name is properly recorded in the Register pursuant to the preceding sentence as a Buyer (or Administrative Agent, as applicable) hereunder. Upon such assignment and recordation in the Register and compliance with clause (b) below, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent which assumes the obligations of Administrative Agent and Buyers, as applicable or (ii) another Person approved by Sellers (such approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Sellers shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Sellers; provided, however, that any such prospective assignee shall execute a confidentiality agreement reasonably acceptable to Sellers, it being understood that such agreement shall be deemed acceptable by Sellers if it contains terms at least as restrictive as those set forth in Section 32 hereof, and Administrative Agent and Buyers shall reasonably cooperate with Sellers in enforcing such confidentiality agreement for the benefit of Sellers; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments Seller shall be subject to the following any additional conditions: (A) except reporting requirements other than as set forth in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireProgram Agreements.

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.211.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed) of the Agent, of: each Issuer and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing) the Borrower shall be required prior to an assignment becoming effective with respect to an assignee which, any other assigneeprior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund; provided, further, that consent of the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent been given if the Borrower has not responded within five Banking (5) Business Days after having received notice thereof;of a request for such consent. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except each assignment shall be in an integral multiple of $2,500,000 (provided that simultaneous assignments by two or more Approved Funds shall be combined for purposes of determining whether the case of an minimum assignment to a Lender or an Affiliate of a Lender or an assignment of requirement is met) or, if less, the entire remaining amount of the such assigning Lender’s Commitment or Commitments and Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;, (Bii) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Ciii) the parties to each assignment shall (A) execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit E hereto via an electronic settlement system acceptable to the Agent or (B) if previously agreed with the Agent, manually execute and deliver to the Agent an Assignment and Assumption, in each case together with a processing and recordation fee of $3,500; and3,500 (which fee may be waived or reduced in the sole discretion of the Agent); (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire and all applicable tax forms; (v) any Lender that assigns its Commitments, in whole or in part, shall assign a corresponding percentage of its Facility Letter of Credit Sublimit to the same assignee; and (vi) no assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.02(b)(iii), if applicable, any written consent to such assignment required by Section 11.02(a) and any applicable tax forms, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller Party. Subject to Section 7.12.2)36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement and the Program Agreements; provided, however 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 (including all the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or a portion of its Commitment 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 Loans at Seller Parties, Administrative Agent and Buyers shall treat each Person whose name is recorded in the time owing Register pursuant to itthe preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) with such assignee shall be a party hereto and to each Program Agreement to the prior written consentextent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such consentrights 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, in each case, as applicable or (ii) another Person approved by any Seller Party (such approval not to be unreasonably withheld or delayedwithheld) which assumes the obligations of Administrative Agent and Buyers, of: (i) Borroweras applicable, provided that no consent of Borrower shall be required for an released from its obligations hereunder and under the Program Agreements. Any assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, the Seller Parties shall continue to have consented take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to an assignment unless it shall have objected thereto by written notice any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireand/or Buyers by any Seller Party.

Assignments. Notwithstanding anything else herein Each Bank may, upon prior notice to and consent of Borrower and Agent, which consent shall not be unreasonably withheld or delayed and which consent of Borrower shall not be required after the occurrence of a Default or an Event of Default hereunder, from time to time sell and assign a pro rata part of all of the Debt evidenced by the Note then owned by it together with an equivalent proportion of its obligation to make Revolving Loans hereunder and the credit risk incidental to the contrary Letters of Credit and Swingline Loans pursuant to an assignment and acceptance substantially in the form of Exhibit F attached hereto, executed by the assignor, the assignee, Agent, and, so long as no Default or Event of Default is in existence, Borrower (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, which consent by Borrower shall not to be unreasonably withheld or delayed, of: ) (i) Borrower, provided that no consent of Borrower shall be required for each an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred “Assignment and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative AgentAcceptance”); provided that no consent of Administrative Agent assignment under this Section 9.7 shall be required for an assignment made by any Bank to a Lender; (iii) Borrower or to any Subsidiary, Related Party or other affiliate of Borrower. The Assignment and Acceptance shall specify in each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to instance the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment portion of the entire remaining amount of Debt evidenced by the assigning Lenderassignor’s Commitment or Loans, Note which is to be assigned to each such assignee and the amount portion of the Commitment or Loans of the assigning Lender subject assignor and the credit risk incidental to each the Letters of Credit (which portions shall be equivalent) to be assumed by the assignee, provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a federal reserve bank. Any such assignment (determined as portion of the date the Assignment and Assumption with respect Debt assigned by any Bank pursuant to such assignment is delivered to Administrative Agent) this Section 9.7 shall not be less than $5,000,000 unless it shall constitute all Debt owing to the assignor. Upon the execution of each of Assignment and Acceptance by the assignor, the assignee and, if required, Borrower and Administrative consent thereto by Agent otherwise consent; provided that (i) such assignee shall thereupon become a “Bank” for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment and Acceptance and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitment assumed by such consent of Borrower other Bank, (iii) the address for notices to such new Bank shall be required if an Event as specified in the Assignment and Acceptance, and (iv) Borrower shall, in exchange for the cancellation of Default has occurred and is continuing; (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 AgreementNote held by the assignor Bank, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver a Note to Administrative Agent the assignee Bank in the amount of its Commitment and new Note to the assignor Bank in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. There shall be paid to Agent, as a condition to each such assignment, an Assignment and Assumption, together with a processing and recordation administration fee of $3,500; and (D) 3,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assigneeassignor or the assignee as they may mutually agree, if it but under no circumstances shall not any portion of such fee be payable by or charged to Borrower. Agent and each of the Banks are hereby authorized to deliver a Lender, shall deliver copy of any financial statement or other information made available by Borrower to Administrative Agent an Administrative Questionnaireany proposed assignee or participant in any portion of any Bank’s Loans and Commitment hereunder.

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.02(b)(ii), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (i) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;and (ii) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender;, an Affiliate of a Lender or an Approved Fund. (iiib) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bi) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except provided that this clause (B) shall not apply be construed to prohibit the assignment of a Swingline proportionate part of all the assigning Lender’s rights and obligations in respect of Swingline (A) Commitments or Revolving Loans or (B) any Competitive Loans; (Cii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit I hereto, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.02(b)(ii) and any written consent to such assignment required by Section 12.02(a), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.10(e), 2.18(e)(ii), 2.19, 10.09 or 11.02, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein to Any Lender may, with the contrary consent of the Borrower (but subject to Section 7.12.2)which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all including, such Lender’s Commitment (or a 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 its Commitment the Borrower and the Loans Administrative Agent for any assignment shall not be required if (i) a Default or an Event of Default is continuing, (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time owing of such assignment already is a party to itthis Agreement as a Lender or (iii) with such assignment is made to an Approved Selling Institution (it being agreed that the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of 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 required for permitted to make an assignment to a Lender, an Affiliate Competitor unless (i) any Event of a Lender, an Approved Fund or, if Default other than an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to continuing and the Administrative Agent within five Banking Days after having received notice thereof; 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) Administrative Agent; provided that no consent an Event of Administrative Agent shall be required for an assignment to a Lender; Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred or (iii) each LC Issuing Bank; and (iv) each Swingline Lenderthe Borrower has consented to such assignment. Assignments No assignment pursuant to the immediately preceding sentences to an institution other than another Lender shall be subject to the following additional conditions: in an aggregate amount less than (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of unless the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or and outstanding Loans of the assigning Lender subject 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, any reference in this Agreement or the Notes to each 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 (determined 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 the assigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). At the time of any assignment pursuant to this paragraph (b), this Agreement shall be deemed to be amended to reflect the Commitment of the date respective assignee (which shall result in a direct reduction to the Assignment Commitment of the assigning Lender) and Assumption 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 assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and assignment, the applicable Lender, the Administrative Agent otherwise consent; provided that no and the Borrower agree to execute such consent of Borrower documents (including amendments to this Agreement and the other Credit Documents) as shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment reasonably necessary to effect the foregoing. Nothing in this Agreement shall be made as an assignment of a proportionate part of all prevent or prohibit any Lender from pledging the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply Notes or Loans to a Swingline Lender’s rights and obligations Federal Reserve Bank in respect support of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireborrowings made by such Lender from such Federal Reserve Bank.

Assignments. Notwithstanding anything else herein In addition to the contrary (but subject to assignments permitted by Section 7.12.211.3(a), any each Lender may may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: more Eligible Assignees; provided that (i) Borrower, provided that no consent of Borrower any such assignment shall be required in a minimum aggregate amount of $10,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (ii) each such assignment shall be of a constant, not varying, percentage of all of 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 duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, 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. 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 to a Lenderagreement in accordance with this Section 11.3(b), an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred the assigning Lender thereunder and is continuing, any other assignee; provided, further, that Borrower the assignee thereunder shall be deemed to have consented 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 assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; Eligible Assignee; (ii) Administrative Agentexcept 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; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Banksuch assignee represents and warrants that it is legally authorized to enter into such assignment agreement; and (iv) each Swingline 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. Assignments , and based on such documents and information as it shall be subject 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 following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all by the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionterms hereof or thereof, together with a processing such powers as are reasonably incidental thereto; and recordation fee (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of $3,500; and (D) this Credit Agreement and the assignee, if other Credit Documents are required to be performed by it shall not be as a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (a) (i) Prior to the contrary (but subject to Section 7.12.2)Availability Period End Date, any each Lender may assign to one or more Persons Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentnotice to the Administrative Agent and, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assigneeprior 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, furtherhowever, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an clause (ii) above that if such assignment is to a Lender or Lender, an Affiliate of a Lender or an assignment Approved Assignee, no consent of the entire remaining amount of the assigning Lender’s Commitment or LoansBorrower 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 Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not be less than One Million Dollars ($5,000,000 unless each 1,000,000) (or, if less, the entire remaining amount of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 AgreementCommitment or Loans), except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cy) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, together with manually execute and deliver to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500; and ) (Dwhich fee may be waived or reduced in the sole discretion of the 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. 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 benefits of Sections 2.4(d), 2.6, 5.9, 5.10 and 10.4, as well as to any Undrawn Fees accrued for its account and not yet paid). (b) By executing and delivering an Assignment and Acceptance, 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 Lien or adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in subclause (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 Agreement or the other Financing Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any other Loan Party or the performance or observance by the Borrower or any other Person of any of its obligations under this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or thereto, or in connection therewith; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement and the other Financing Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.3 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; (v) such assignee will independently and without reliance upon the Administrative QuestionnaireAgent, the Collateral Agent, such assigning Lender or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, 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 Agreement are required to be performed by it as a Lender; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in Columbia, Maryland, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment thereof, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrower, each Lender and the Agents may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in Section 9.15(a), if applicable, and the written consent, if required, of the Borrower, to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this clause (d). (e) At the assigning Lender’s option, the Borrower shall execute and deliver to such new lender a new Note in the form attached hereto as Exhibit A, in a principal amount equal to the Loans being assigned, and the Borrower shall execute and exchange with the assigning Lender a replacement note for any Note in an amount equal to amount of the Loans retained by the Lender, if any. (f) Any Lender may, in connection with any assignment or proposed assignment pursuant to this Section 9.15, disclose to the assignee or proposed assignee any information relating to the Loan Parties or their respective Affiliates furnished to such Lender by or on behalf of the Loan Parties; provided, that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or proposed assignee shall execute an agreement whereby such assignee shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 10.17.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a LenderAgent, an Affiliate of a Lenderand, an Approved Fund or, if an so long as no Event of Default (subject, for the avoidance of doubt, to any cure periods) has occurred and is continuing, any other assignee; Borrower (which consents shall not be unreasonably withheld or delayed), provided, furtherhowever, that Borrower no such consent(s) shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;required: (iii) Administrative Agent; provided that no consent of Administrative Agent shall be required from Borrower for an assignment by a Lender to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, but such Lender will give written notice to Borrower of any such assignment; (ii) from Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender; (iii) from Borrower or Agent for an assignment by SWK Funding LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment advisor (or any similar type of representation or agency) pursuant to a written agreement, but SWK Funding LLC will give written notice to Borrower of any such assignment; (iv) from Borrower or Agent for an assignment by a Lender of its Loans and its Note as collateral security to a Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder); or (v) from Borrower, Agent or any Lender for (A) the assignment of SWK's Loans and Commitments to a Permitted Assignee (as defined below) or (B) a collateral assignment by SWK of, and the entire remaining amount grant by SWK of a security interest in, all of SWK's right, title and interest in, to and under each of the assigning Lender’s Commitment or LoansLoan Documents, including, without limitation, all of SWK's rights and interests in, to and under this Agreement, the amount of Obligations and the Commitment or Loans of Collateral (collectively, the assigning Lender subject “Assigned Rights”), to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; a Permitted Assignee, provided that no such consent collateral assignment shall release SWK from any of Borrower its obligations under any of the Loan Documents. In connection with any enforcement of or foreclosure upon its security interests in any of the Assigned Rights, a Permitted Assignee, upon notice to Borrower, SWK and the other Lenders, shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made entitled to substitute itself, or its designee, for SWK as an assignment of a proportionate part of all the assigning Lender’s rights and obligations Lender under this Agreement. For purposes hereof, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.term “

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Loans at the time Commitment, an Advance owing to it and any Note held by it); provided, however, that (i) with the prior other than any assignment by a Lender to an Affiliate of a Lender or to another Lender, each such assignment shall be subject to Borrower’s written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: delayed (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuingthen exists, any other assignee; provided, further, that in which event the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; no such approval right), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent; provided that no consent of Administrative Agent shall be required , for its acceptance and recording in the Register, an assignment Assignment and Acceptance, together with the Notes subject to a Lender; such assignment, (iii) each LC Issuing Bank; and the consent of Initial Lenders shall be required, which consent shall not be unreasonably withheld or delayed, (iv) each Swingline Lender. Assignments no such assignments shall be subject made to the following Borrower or its Affiliates or any of their respective subsidiaries or any natural Person and (v) 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 conditions: 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) except the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to Acceptance covering all or the remaining portion of such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this clause (B) Section shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireany such assignment.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) the Borrower, provided that no consent of Borrower shall be required for an assignment to a Lenderthat, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of the Borrower shall be required for an assignment by a Lender: (1) to one of its own Affiliates; (2) if any Event of Default has occurred and is continuing, to any other Lender; or (3) if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing, to any assignee; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment; (iiiC) each LC Issuing Bank; and (ivD) each Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 10,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause (B) shall NON-PRO RATA assignments of or among any of the Commitments, the Revolving Loans and Reimbursement Obligations are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Bank (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee); and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to ss.18.3, from and after the effective datE specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) ss.ss.5.2.2, 5.7, 5.8, and 5.10 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) ss.16 notwithstanding such assignment. Any assignment or transfer by a Lender oF rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with ss.18.4.

Assignments. Notwithstanding anything else herein to (i) Any Lender may, in the contrary (but subject to Section 7.12.2)ordinary course of its business and in accordance with applicable law, at any Lender may time assign to one or more Persons Permitted Assignees ("Purchasers") all ---------- or a portion of its rights and obligations under this Agreement (including all or a portion of including, without limitation, its Commitment and the Loans at the time owing to itit hereunder) in accordance with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent provisions of Borrower this Section 11.08(c). Each assignment ---------------- shall be required for an assignment to a Lender, an Affiliate of a Lenderconstant, an Approved Fund orand not a varying, if an Event ratable percentage of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount all of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement. Such assignment shall be evidenced by an Assignment Agreement in form and substance reasonably satisfactory to the Administrative Agent and shall not be permitted hereunder unless such assignment (A) is either for all of such Lender's rights and obligations under the Loan Documents or for Loans and Commitments in an aggregate principal amount equal to the lesser of $5,000,000 (which minimum amount may be waived by the Administrative Agent and the Borrower at any time that an Event of Default has not occurred and is not continuing and solely by the Administrative Agent upon the occurrence and during the continuance of an Event of Default) and such Lender's Commitment Amount, except that this clause and (B) shall is consented to by the Administrative Agent (such consent not apply to a Swingline Lender’s rights be unreasonably withheld) at any time that an Event of Default has not occurred and obligations in respect of Swingline Loans;is not continuing. (Cii) Upon (i) delivery to the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionof a notice of assignment (a "Notice of Assignment"), together with any consent required -------------------- hereunder, and (ii) payment of a $3,500 processing fee to the Administrative Agent for processing such assignment (unless such assignment is made by one of the Agents to one of its affiliates, in which case no processing fee shall be assessed), such assignment shall become effective on the effective date specified in such Notice of Assignment. The assigning Lender shall be obligated to reimburse the Administrative Agent for all other costs and recordation fee expenses associated with the preparation and execution of $3,500; and such assignment (D) including reasonable attorneys' fees arising out of such preparation and execution of such assignment). The Notice of Assignment shall contain a representation by the assigneePurchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "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, if it shall not be already a Lender, shall deliver for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowers, the Lenders or the Administrative Agent an shall be required to release the transferor Lender with respect to the percentage of the aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section ------- 11.08(c)(ii), the transferor Lender, the Administrative QuestionnaireAgent and the ------------ Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment and their Loans, as adjusted pursuant to such assignment. (iii) The Administrative Agent shall maintain at its address referred to in Section 11.01 a copy of each assignment delivered to and accepted by ------------- it pursuant to this Section 11.08 and a register (the "Register") for the ------------- -------- recordation of the names and addresses of the Lenders and the Commitment of and principal amount of the Loans owing to, each

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons all financial institutions (but not to an Ineligible Institution) (each an “Assignee”), other than a Defaulting Lender or a portion subsidiary thereof or any financial institution who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a subsidiary thereof, all, or a proportionate part of all, of its rights and obligations under this Agreement (including all or a portion of its Commitment Agreement, and the Loans at the time owing such Assignee shall assume such rights and obligations, pursuant to it) with the prior written consent, such consentan instrument, in each casesubstantially the form of Exhibit E (an “Assignment and Acceptance”), executed by such Assignee and such transferring Lender, with (and subject to) the signed consent of the Borrower (which consent shall not to be unreasonably withheld or delayed, of: delayed and which consent shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a written request for such consent) and the Administrative Agent (which consent shall not be unreasonably withheld); provided that (i) Borrowereach such assignment (other than assignments (w) to its Affiliates, provided that no consent (x) to other Lenders, (y) to an Approved Fund, or (z) of Borrower its entire interest) shall be required for in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof (unless otherwise approved by the Administrative Agent in its sole discretion) and (ii) each assignee shall be an Eligible Institution; provided further, that the foregoing consent requirement shall not be applicable in the case of an assignment or other transfer by any Lender to a Lender, an Affiliate of a such Lender, to another Lender, or to an Approved Fund orFund; provided further, that any consent of the Borrower otherwise required under this Section shall not be required if an Event of Default under Sections 8.01(a), 8.01(b), or 8.01(i) has occurred and is continuing, any other assignee; provided, and provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent . Upon execution and delivery of Administrative Agent shall be required for an assignment Assignment and Acceptance and payment by such Assignee to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject such transferring Lender of an amount equal to the following additional conditions: (A) except in purchase price agreed between such transferring Lender and such Assignee and payment by the case transferring Lender or the Assignee of an assignment fee of $3,500 to the Administrative Agent (unless such fee is waived by the Administrative Agent in its sole discretion), such Assignee shall be a Lender or an Affiliate party to this Agreement and shall have all the rights and obligations of a Lender or an assignment of the entire remaining amount of the assigning Lender’s with a Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each as set forth in such assignment (determined as of the date the Assignment and Assumption Acceptance, and the transferring Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. (b) No Assignee of any transferring ▇▇▇▇▇▇’s rights shall be entitled to receive any greater payment under Section 4.03 or Section 4.04Error! Reference source not found. than such ▇▇▇▇▇▇ would have been entitled to receive with respect to the rights transferred, unless such assignment transfer is made with the Borrower’s prior written consent or by reason of the provisions of Section 4.04(c) requiring such transferring Lender to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such payment did not exist. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Acceptance delivered to Administrative Agent) 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 pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall not be less than $5,000,000 unless each of Borrower conclusive, and the Borrower, the Administrative Agent otherwise consent; provided that no such consent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) notwithstanding notice to the contrary. The Register shall not apply to a Swingline Lender’s rights be available for inspection by the Borrower and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a any Lender, shall deliver at any reasonable time and from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.211.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed) of the Agent, of: each Issuer and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing) the Borrower shall be required prior to an assignment becoming effective with respect to an assignee which, any other assigneeprior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund; provided, further, that consent of the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent been given if the Borrower has not responded within five Banking (5) Business Days after having received notice thereof;of a request for such consent. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except each assignment shall be in an integral multiple of $2,500,000 (provided that simultaneous assignments by two or more Approved Funds shall be combined for purposes of determining whether the case of an minimum assignment to a Lender or an Affiliate of a Lender or an assignment of requirement is met) or, if less, the entire remaining amount of the such assigning Lender’s Commitment or Commitments and Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;, (Bii) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Ciii) the parties to each assignment shall (A) execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit E hereto via an electronic settlement system acceptable to the Agent or (B) if previously agreed with the Agent, manually execute and deliver to the Agent an Assignment and Assumption, in each case together with a processing and recordation fee of $3,500; and3,500 (which fee may be waived or reduced in the sole discretion of the Agent); (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire and all applicable tax forms; and (v) any Lender that assigns its Commitments, in whole or in part, shall assign a corresponding percentage of its Facility Letter of Credit Sublimit to the same assignee. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.02(b)(iii), if applicable, any written consent to such assignment required by Section 11.02(a) and any applicable tax forms, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 9.6.2, participations in L/C Obligations, in Swing Line Loans and in Fronting Loans) at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of:); provided that (ia) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a the assigning Lender or an assignment of the entire remaining amount of Approved Fund with respect to the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 US$5,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuingexists at such time, the Company otherwise consents (which consent shall not be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement with respect to the Loans or the Commitment assigned, except that this clause (Bb) shall not apply to a Swingline Swing Line Lender’s rights and obligations in respect of Swingline its Swing Line Loans or to a Fronting Lender’s rights and obligations in respect of its Fronting Loans; (Cc) any assignment of a Commitment must be approved by the Administrative Agent, the Issuing Banks, the Swing Line Lenders, each applicable Fronting Lender and so long as no Event of Default exists at such time, the Company (which approvals shall not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of the assigning Lender or an Approved Fund with respect to the assigning Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (it being understood that the assignor shall nevertheless give notice to the Company of any such assignment to a Lender, an Affiliate of the assigning Lender or an Approved Fund with respect to the assigning Lender); provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received written notice thereof; (d) no such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would be a Defaulting Lender; (e) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Fronting Loans, Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs; (f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $US$3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided that (x) such fee shall be waived in the case of an assignment to an Affiliate of the assigning Lender and (y) the Administrative Agent may, in its sole and complete discretion, waive such fee in any other instance; and (g) except for any assignment to a Swiss Qualifying Lender, an assignment of a Commitment or of any Loan must be approved by the Company (which approval shall not be unreasonably withheld or delayed if, after such assignment or transfer, each Swiss Loan Party would be in compliance with the Swiss Ten Non-Bank Rule and the Swiss Twenty Non-Bank Rule), except that no consent of the Company shall be required if an Event of Default has occurred and is continuing so long as after such assignment, each Swiss Loan Party would be in compliance with the Swiss Ten Non-Bank Rule and the Swiss Twenty Non-Bank Rule. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 9.6.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5, and 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower shall execute and deliver each applicable Committed Note to the assignee Lender at such assignee Lender’s expense. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6.2 shall be null and void.

Assignments. Notwithstanding anything else herein to Each Lender may, with the contrary prior written consent of the Borrowers and the Agent (but subject to Section 7.12.2provided that no consent of the Borrowers shall be required during the existence and continuation of a Default or Event of Default), any Lender may which consent shall not be unreasonably withheld, conditioned, or delayed, assign to one or more Persons all or a portion of its rights and obligations under this hereunder pursuant to an Assignment Agreement (including all to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: more Eligible Assignees; provided that (i) Borrower, provided that no consent of Borrower any such assignment shall be required for an assignment to in a minimum aggregate amount of Five Million Dollars ($5,000,000) of the Revolving Credit Commitment and in integral multiples of One Million Dollars ($1,000,000) if in excess thereof (or the remaining amount of such Lender's Commitment), an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent each such assignment shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment constant, not varying, percentage of the entire remaining amount all of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreementthe Revolving Credit Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery, except that this clause (B) shall not apply to the Agent of a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an duly executed Assignment and Assumption, Agreement together with a processing and recordation non-refundable transfer fee of Three Thousand Five Hundred Dollars ($3,500) payable to the Agent for its own account; and and (Diii) if an Eligible Assignee is not incorporated under the laws of the United States or a State thereof, such Eligible Assignee shall deliver to the Borrowers and the Agent the documentation required pursuant to the provisions of Section 2.15 as a condition to any assignment hereunder. Notwithstanding the foregoing, it is understood and agreed that (i) the assignee, if it prior written consent of the Borrowers and the Agent and (ii) the payment of a transfer fee shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.required in connection with any assignment which otherwise complies with this

Assignments. Notwithstanding anything else herein to 13.3.1 Any Lender may, in the contrary (but subject to Section 7.12.2)ordinary course of its business and in accordance with applicable law, at any Lender may time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including all or a portion the Loan Documents by completing and executing an Assignment and Assumption. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented prior to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment becoming effective with respect to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to Purchaser which is not a Lender or an Affiliate of a Lender or an assignment Approved Fund; except that, if a Default has occurred and is continuing, the consent of the entire Borrower shall not be required. Each such assignment shall (unless it is to a Lender or an Affiliate thereof, or each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (g) $5,000,000 or (h) the remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined calculated as of at the date the of such assignment). 13.3.2 Upon (93) execution of such Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and by the Administrative Agent otherwise consent; provided that no such or, in circumstances where the consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an is not required, the delivery to the Administrative Agent of the Assignment and Assumption, together fully completed and executed, and (94) payment of a $3,500 processing fee to the Administrative Agent for its sole account for processing such Assignment and Assumption, such Assignment and Assumption shall become effective on the effective date specified in such Assignment and Assumption. The Assignment and Assumption shall contain a representation by the Purchaser to the effect that none of the consideration used to purchase the Commitment and Loans and the participation in the Letters of Credit under the applicable Assignment and Assumption are “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 and Assumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a processing Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and recordation fee of $3,500; and (D) the assigneeBorrower shall, if it shall not be a Lenderrequested, shall deliver make appropriate arrangements so that replacement Notes are issued to Administrative Agent an Administrative Questionnairesuch transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser reflecting such assignment.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Lenders Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 10,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders rights and obligations under this AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans and the Reimbursement Obligations are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Lender (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee), such approvals not to be unreasonably withheld or delayed; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.. Subject to acceptance and recording thereof by the Administrative Agent pursuant to 18.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lenders rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) 5.2.2, 5.7, 5.8, and 5.10 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) 16 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with 18.5

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an assignment to by a Lender, an Affiliate : (1) to one of a Lender, an Approved Fund or, its own Affiliates; (2) if an any Event of Default has occurred and is continuing, to any other Lender; or (3) if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing, to any assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to and (B) the Administrative Agent within five Banking Days after having received notice thereof;Agent. (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 8.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 8.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 8.03(c) or such Lender or assignee is otherwise a Defaulting Lender, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. CREDIT AGREEMENT, Page 59

Assignments. Notwithstanding anything else herein (a) (i) Prior to the contrary (but subject to Section 7.12.2)Availability Period End Date, any each Lender may assign to one or more Persons Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentnotice to the Administrative Agent and, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assigneeprior 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, furtherhowever, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an clause (ii) above that if such assignment is to a Lender or Lender, an Affiliate of a Lender or an assignment Approved Assignee, no consent of the entire remaining amount of the assigning Lender’s Commitment or LoansBorrower 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 Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not be less than One Million Dollars ($5,000,000 unless each 1,000,000) (or, if less, the entire remaining amount of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 AgreementCommitment or Loans), except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cy) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, together with manually execute and deliver to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500; and ) (Dwhich fee may be waived or reduced in the sole discretion of the 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. Upon acceptance and recording pursuant to clause (a) of this Section 9.14, 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 benefits of Sections 2.4(d), 2.6, 5.9, 5.10 and 10.4, as well as to any Undrawn Fees accrued for its account and not yet paid). (b) By executing and delivering an Assignment and Acceptance, 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 Lien or adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in subclause (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 Agreement or the other Financing Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any other Loan Party or the performance or observance by the Borrower or any other Person of any of its obligations under this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or thereto, or in connection therewith; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement and the other Financing Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.3 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; (v) such assignee will independently and without reliance upon the Administrative QuestionnaireAgent, the Collateral Agent, such assigning Lender or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, 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 Agreement are required to be performed by it as a Lender; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in Columbia, Maryland, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment thereof, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrower, each Lender and the Agents may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in Section 9.14(a), if applicable, and the written consent, if required, of the Borrower, to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this clause (d). (e) At the assigning Lender’s option, the Borrower shall execute and deliver to such new lender a new Note in the form attached hereto as Exhibit A, in a principal amount equal to the Loans being assigned, and the Borrower shall execute and exchange with the assigning Lender a replacement note for any Note in an amount equal to amount of the Loans retained by the Lender, if any. (f) Any Lender may, in connection with any assignment or proposed assignment pursuant to this Section 9.14, disclose to the assignee or proposed assignee any information relating to the Loan Parties or their respective Affiliates furnished to such Lender by or on behalf of the Loan Parties; provided, that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or proposed assignee shall execute an agreement whereby such assignee shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 10.17.

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Event of Default then exists, the Borrowers (which consent of the Borrowers shall not be unreasonably withheld) to the contrary (but subject to Section 7.12.2)sell, any Lender may assign to one assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consentassignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in each case, not order to be unreasonably withheld or delayed, of: make any such assignment (i) Borrowerunless the assigning Lender is assigning all of its Commitments, provided that no consent outstanding Loans and interests in Letters of Borrower Credit Obligations, the assigning Lender shall be required for an assignment to a Lenderretain at least $5,000,000 in unused Commitments, an Affiliate outstanding Loans and interests in Letters of a LenderCredit, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Administrative Agent shall be required for an assignment to a Lender; Credit of at least $5,000,000, (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments such assignment shall be subject evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the following additional conditions: (AAdministrative Agent) except in the case of an assignment to a executed by such assigning Lender, such assignee Lender or an Affiliate of a Lender or an assignment Lenders, the Administrative Agent and, if required as provided above, the Borrowers, which agreement shall specify in each instance the portion of the entire remaining amount Obligations which are to be assigned to the assignee Lender and the portion of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans Commitments of the assigning Lender subject to each be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender 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 Borrowers 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 (determined as all such Notes to constitute "Notes" for all purposes of the date Loan Documents), and the Assignment assignee Lender shall thereafter surrender to the Borrowers its old Notes. The Borrowers authorize each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and Assumption with respect interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Borrowers or any Subsidiary thereof. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such assignment is delivered Lender, including any such pledge or grant to Administrative Agent) a Federal Reserve Bank, and this Section shall not be less than $5,000,000 unless each apply to any such pledge or grant of Borrower and Administrative Agent otherwise consenta security interest; provided that no such consent pledge or grant of Borrower a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be required if an Event at all times subject to the terms of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Event of Default then exists and except for assignments to Affiliates of the contrary relevant Lender for which the consent of the Borrower shall not be required, the Borrower (but subject which consent of the Borrower shall not be unreasonably withheld) to Section 7.12.2)sell, any Lender may assign to one assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Revolving Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Revolving Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consentassignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in each case, not order to be unreasonably withheld or delayed, of: make any such assignment (i) Borrowerunless the assigning Lender is assigning all of its Revolving Credit Commitments, provided that no consent outstanding Revolving Loans and interests in Letters of Borrower Credit Obligations, the assigning Lender shall be required for an assignment to a Lenderretain at least $5,000,000 in unused Revolving Credit Commitments, an Affiliate outstanding Revolving Loans and interests in Letters of a LenderCredit, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent the assignee Lender shall have Revolving Credit Commitments, outstanding Revolving Loans and interests in Letters of Administrative Agent shall be required for an assignment to a Lender; Credit of at least $5,000,000, (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments such assignment shall be subject evidenced by a written agreement (substantially in the form attached hereto as Exhibit E or in such other form acceptable to the following additional conditions: (AAdministrative Agent) except in the case of an assignment to a executed by such assigning Lender, such assignee Lender or an Affiliate of a Lender or an assignment Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the entire remaining amount Obligations which are to be assigned to the assignee Lender and the portion of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans Revolving Credit Commitments of the assigning Lender subject to each be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender 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 Revolving Notes to the assignee Lender and the assigning Lender in the respective amounts of their Revolving Credit Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (determined as all such Revolving Notes to constitute "Revolving Notes" for all purposes of the date Loan Documents), and the Assignment assignee Lender shall thereafter surrender to the Borrower its old Revolving Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Revolving Loans and Assumption interest in Letters of Credit owed to it or its Revolving Credit Commitments under this Section any financial or other information pertaining to any Designated Company, subject to, and after, such purchaser has executed a confidentiality agreement in favor of the Borrower in the same form and with respect the same content as the confidentiality agreement executed by the Administrative Agent prior to the Closing Date. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such assignment is delivered Lender, including any such pledge or grant to Administrative Agent) a Federal Reserve Bank, and this Section shall not be less than $5,000,000 unless each apply to any such pledge or grant of Borrower and Administrative Agent otherwise consenta security interest; provided that no such consent pledge or grant of Borrower a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be required if an Event at all times subject to the terms of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower▇▇▇▇▇▇▇▇, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank[reserved]; and (iv) each Swingline Lender[reserved]. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to (1) Any Lender may, in the contrary (but subject to Section 7.12.2)ordinary course of its business and in accordance with applicable law, at any Lender may time assign to one or more Persons Permitted Assignees or Approved Funds (“Purchasers”) all or a portion of its rights and obligations under this Agreement (including all or a portion of including, without limitation, its Commitment and the Loans at the time owing to itit hereunder) in accordance with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent provisions of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lenderthis Section 11.08(c). Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial Each assignment shall be made as an assignment of a proportionate part constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) . Such assignment shall be evidenced by an Assignment Agreement in form and substance reasonably satisfactory to the Administrative Agent and shall not apply to a Swingline be permitted hereunder unless such assignment (A) is either for all of such Lender’s rights and obligations under the Loan Documents or for Loans and Commitments in respect an aggregate principal amount equal to the lesser of Swingline Loans;$1,000,000 (which minimum amount may be waived by the Administrative Agent and the Borrower at any time that an Event of Default has not occurred and is not continuing and solely by the Administrative Agent upon the occurrence and during the continuance of an Event of Default) and such Lender’s Commitment Amount, and (B) is consented to by the Administrative Agent (such consent not to be unreasonably withheld) at any time that an Event of Default has not occurred and is not continuing. (C2) Upon (i) delivery to the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionof a notice of assignment (a “Notice of Assignment”), together with any consent required hereunder, and (ii) payment of a $3,500 processing fee to the Administrative Agent for processing such assignment (unless such assignment is made by one of the Agents to one of its affiliates, in which case no processing fee shall be assessed), such assignment shall become effective on the effective date specified in such Notice of Assignment. The assigning Lender shall be obligated to reimburse the Administrative Agent for all other costs and recordation fee expenses associated with the preparation and execution of $3,500; and such assignment (D) including reasonable attorneys’ fees arising out of such preparation and execution of such assignment). The Notice of Assignment shall contain a representation by the assigneePurchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “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, if it shall not be already a Lender, shall deliver for all purposes be a Lender party to this Agreement and any other Loan Documents executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Commitment and Loans assigned to such Purchaser. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.08(c)(2) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.08(b). Upon the consummation of any assignment to a Purchaser pursuant to this Section 11.08(c)(2), the transferor Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment and their Loans, as adjusted pursuant to such assignment. (3) The Administrative Agent shall maintain at its address referred to in Section 11.01 a copy of each assignment delivered to and accepted by it pursuant to this Section 11.08 and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of and principal amount of the Loans owing to, each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an assignment under this Section 11.08. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative QuestionnaireAgent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignments. Notwithstanding anything else herein (a) Except as otherwise provided in this Section 13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities under this Agreement unless (i) the S&P Rating Condition has been satisfied with respect thereto, (ii) the consent of the Issuer has been obtained with respect thereto and (iii) such assignment or delegation has not been disapproved in writing by (A) a Majority of the Subordinated Notes and (B) for an assignment to any person who is not an Affiliate of the contrary Collateral Manager that is a Registered Investment Adviser, a Majority of the Controlling Class within 30 days’ notice of such assignment. The Collateral Manager shall not be required to obtain such consents or satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall obtain the consent of the Issuer to such assignment, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act. (but subject to b) The Collateral Manager may without satisfaction of the S&P Rating Condition, without obtaining the consent of any holder or beneficial owner of any Notes and, so long as such assignment or delegation does not constitute an “assignment” for purposes of Section 7.12.2)205(a)(2) of the Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of the Issuer, (1) assign any Lender may assign to one or more Persons all or a portion of its rights and or obligations under this Agreement to an Affiliate; provided that such Affiliate (including i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Collateral Manager under this Agreement and (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the 1940 Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, or merger with or into, or transfer of all or a portion substantially all of its Commitment and the Loans assets to, another entity; provided further that, at the time owing of such consolidation, merger, amalgamation or transfer the resulting, surviving or transferee entity assumes all the obligations of the Collateral Manager under this Agreement generally and the other entity is solely a continuation of the Collateral Manager in another corporate or similar form and has substantially the same staff; provided further that such action does not cause the Issuer to itbe subject to tax in any jurisdiction outside of its jurisdiction of formation; provided further that the Collateral Manager shall deliver prior notice to the Rating Agency of any assignment, delegation or combination thereof made pursuant to this sentence. Upon the execution and delivery of any such assignment by the assignee, the Collateral Manager will be released from further obligations pursuant to this Agreement except with respect to its obligations and agreements arising under Sections 10, 12(g), 17, 21 through 24, and 26 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after such assignment. (c) with This Agreement shall not be assigned by the Issuer without (i) the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to (A) the Collateral Manager, (B) a Lender, an Affiliate Majority of the Subordinated Notes and (C) a Lender, an Approved Fund or, if an Event Majority of Default has occurred each Class of Secured Notes (voting separately) and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent satisfaction of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) S&P Rating Condition, except in the case of assignment by the Issuer (1) to an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (2) to a Lender or an Affiliate of a Lender or an assignment the Trustee as contemplated by the granting clause of the entire remaining amount of Indenture. The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the assigning Lender’s Commitment or LoansTrustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the amount of the Commitment or Loans of the assigning Lender subject Issuer shall use reasonable efforts to each cause such assignment (determined as of the date the Assignment and Assumption with respect assignee to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; andthe Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. (Dd) The Issuer shall provide the assignee, if it Rating Agency and the Trustee (who shall not be provide a Lender, shall deliver copy of such notice to Administrative Agent an Administrative Questionnairethe Controlling Class) with notice of any assignment pursuant to this Section 13.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein (a) All or any of the right, title or interest and obligations of any Lender in and to any Note or other Operative Document and the rights, benefits, advantages and obligations of any Lender hereunder, including the rights to receive payment of rental or any other payment hereunder, and the rights, titles and interests in and to the contrary (but subject Equipment may be assigned or transferred by such Lender to Section 7.12.2), an Eligible Assignee at any Lender may assign to one or more Persons all or a portion time by transfer of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Note representing such interest in accordance with the prior written consentprovisions of this Article VIII; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: that (i) Borrower, provided that no consent of Borrower such assignment shall be required for evidenced by an assignment to a LenderAssignment and Acceptance in substantially the form attached hereto as Exhibit A-1 or A-2, as applicable (each, an Affiliate of a Lender“Assignment and Acceptance”), an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to an Affiliate or a Related Fund of the assigning Lender, to another Lender or an Affiliate of a Lender or an assignment of the entire remaining amount interest of the assigning Lender’s Commitment or Loans, the amount assignment shall not assign a portion of the applicable Commitment which is less than $1,000,000, (iii) the effective date of any such assignment shall be as specified in the Assignment and Acceptance, but not earlier than the date which is five (5) Business Days after the date Trustee and Collateral Agent have received the Assignment and Acceptance, and (iv) such assignment shall comply with all applicable securities laws. Upon the effective date of such Assignment and Acceptance, the Eligible Assignee named therein shall be a Lender for all purposes of this Agreement and the other Operative Documents, with the interest (in the amount) therein set forth and, to the extent of such interest, the assigning Lender shall be released from its further obligations under this Agreement and the other Operative Documents. Trustee agrees that it shall execute and deliver (against delivery by the assigning Lender to Trustee of its Note) to such assignee Lender, a Note evidencing that assignee Lender’s interest, and to the assigning Lender, a Note evidencing the remaining interest retained by the assigning Lender. (b) By executing and delivering an Assignment and Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the representations and warranties made pursuant to clause (vii) below, the assigning Lender has made no representation or Loans warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Operative Document; (ii) the assigning Lender has made no representation or warranty and assumes no responsibility with respect to the financial condition of any Lease Obligor for the performance by any Lease Obligor of the Obligations; (iii) it has received a copy of this Agreement and the other Operative Documents, together with copies of the most recent financial statements pursuant to Sections 6.1(p) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) it will, independently and without reliance upon any other Creditor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Operative Documents; (v) it appoints and authorizes Trustee and Collateral Agent, on behalf of the Lenders, to take such action and exercise such powers under this Agreement and the other Operative Documents as are delegated to Trustee and Collateral Agent, respectively, by this Agreement and the other Operative Documents; (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Operative Documents are required to be performed by it as a Lender; (vii) it represents to the other Creditors (A) as set forth in Section 5.2 with respect to such Lender and (B) that, and also covenants to such Persons that, it will not transfer its applicable Instrument(s) unless the proposed transferee makes the foregoing representations and covenants. (c) The Trustee shall maintain a copy of each Assignment and Acceptance delivered to it. After receipt of a completed Assignment and Acceptance executed by any Lender and Eligible Assignee, and receipt of an assignment fee of $1,000 from such Eligible Assignee (provided that such fee shall be waived if such Eligible Assignee is an Affiliate or a Related Fund of the assigning Lender subject or an existing Lender), Trustee shall, promptly following the effective date thereof, provide to each such assignment Lessees and the Lenders a revised Schedule III giving effect thereto. (determined as d) If any Eligible Assignee is not incorporated under the laws of the date United States or any state thereof, such assignee shall deliver to Agent Lessee, Collateral Agent and Trustee within twenty (20) days after the Closing Date (or after accepting an Assignment and Assumption Acceptance) a properly completed and executed Internal Revenue Service Form W-8 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States, in any such case, reasonably satisfactory to Agent Lessee and Trustee, certifying that no withholding under the federal income tax laws is required with respect to such assignment Eligible Assignee. Thereafter and from time to time, each such Eligible Assignee shall (a) promptly submit to Agent Lessee (with a copy to Trustee), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is delivered reasonably satisfactory to Administrative AgentAgent Lessee and Trustee of any available exemption from, United States withholding taxes in respect of all payments to be made to such Eligible Assignee by Lessees pursuant to this Agreement and the other Operative Documents and (b) take such steps as shall not be less than $5,000,000 unless each materially disadvantageous to it, in the reasonable judgment of Borrower such Eligible Assignee, and Administrative Agent otherwise consent; provided as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable laws that Lessees make any deduction or withholding for taxes from amounts payable to such Eligible Assignee. (e) Notwithstanding anything in this Section 8.1 to the contrary, any Lender may at any time pledge its Instrument(s) or any other instrument evidencing its rights as a Lender under this Agreement and the other Operative Documents to a Federal Reserve Bank, but no such consent of Borrower pledge shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment release that Lender from its obligations hereunder or grant to such Federal Reserve Bank the rights of a proportionate part Lender hereunder absent foreclosure of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairesuch pledge.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.27.13.2), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent of (i) Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; assignee and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (i) The Borrower may not assign any of its rights or obligations under the Loan Documents without the prior written consent of (A) in the case of the Loan Documents referred to in Section 7.07(a), the Administrative Agent and (B) in the case of any of the other Loan Documents, each Lender, and no assignment of any such obligation shall release the Borrower therefrom unless the Administrative Agent or each Lender, as applicable, shall have consented to such release in a writing specifically referring to the contrary obligation from which the Borrower is to be released. (but subject to Section 7.12.2), any ii) Each Lender may from time to time assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Loan Documents to one or a portion of its Commitment and more Persons, without the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower the Borrower; provided that, no such assignment shall be required for an effective unless (A) the assignment is consented to a Lenderby the Administrative Agent and, an Affiliate of a Lender, an Approved Fund or, if an so long as no Event of Default has occurred and is continuing, any other the Borrower, which consents shall not be unreasonably withheld or delayed, (B) a Notice of Note Assignment with respect to the assignment, duly executed by the assignor and the assignee; provided, furthershall have been given to the Borrower and the Administrative Agent, that Borrower shall be deemed to have consented to (C) in the case of an assignment unless it of a Registered Note, such Registered Note shall have objected thereto been surrendered for registration of assignment duly endorsed by (or accompanied by a written notice to Administrative Agent within five Banking Days after having received notice thereof; instrument of assignment duly executed by) the Registered Holder and such assignment shall have been recorded on the Register and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AD) except in the case of an assignment by the Lender that is the Administrative Agent, the Administrative Agent shall have been paid an assignment fee of $2,500. Upon any effective assignment, the assignee shall have all of the rights and shall be obligated to a Lender or an Affiliate perform all of the obligations of a Lender Lender; provided, however, that no assignee shall be entitled to any amounts that would otherwise be payable to it with respect to its assignment under Section 1.06, 1.09 or an assignment Section 1.10 unless (x) such amounts are payable in respect of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of a Regulatory Change Enacted after the date the Assignment and Assumption with respect applicable assignment agreement was executed or (y) such amounts would have been payable to the Lender that made such assignment is delivered to Administrative Agent) shall if such assignment had not be less than $5,000,000 unless each been made. In the event of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial any effective assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be by a Lender, shall deliver the Borrower shall, against (except in the case of a partial assignment) receipt of the existing Note of the assignor Lender, issue a new Note to Administrative Agent an Administrative Questionnaire.the assignee Lender. (b)

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons Eligible Assignees all or a any portion of its rights and obligations under this Agreement and the other Credit Documents (including including, without limitation, all or a portion of its Commitment and Commitment, the Loans at the time Advances owing to it) with , the prior written consentNotes held by it and the participation interest in the Letter of Credit Obligations and Swingline Advances held by it); provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: that (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to a Lender, an Affiliate of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement and the other Credit Documents and shall involve a ratable assignment of such Lender’s Commitment and such Lender’s Revolving Advances, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the resulting Commitment or Loans and Revolving Advances of the assigning Lender subject (unless it is assigning all its Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event integral multiple of Default has occurred and is continuing; $1,000,000, (Biii) each partial such assignment shall be made as to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Revolving Note subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Eligible Assignee which is an Affiliate of the assigning Lender) shall pay to the Administrative Agent a $3,000 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof unless otherwise agreed by the parties to such Assignment and Acceptance and the Administrative Agent, (a) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a proportionate part Lender hereunder and (b) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (but such Lender shall continue to be entitled to the benefits of Sections 2.8, 2.9, 2.11(c), 9.4 and 9.7 with respect to facts and circumstances occurring prior to the effective date of such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the assigning remaining portion of such Lender’s rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a party hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to 15.1 The Tenant shall not assign the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion whole of its rights and obligations under this Agreement (including all or a portion lease without the consent of its Commitment and the Loans at the time owing to it) with the prior written consentLandlord, such consent, in each case, consent not to be unreasonably withheld withheld. 15.2 The Tenant shall not assign part only of this lease. 15.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may give its consent to an assignment subject to all or delayed, ofany of the following conditions: (a) a condition that the assignor (and any former tenant who because of section 11 of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ has not been released from the tenant covenants of this lease) enters into an authorised guarantee agreement which: (i) Borrower, provided that no consent is in respect of Borrower shall be required for an assignment to a Lender, an Affiliate all the tenant covenants of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthis lease; (ii) Administrative Agent; provided that no consent is in respect of Administrative Agent shall be required for an assignment to a Lenderthe period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇; (iii) each LC Issuing Bankimposes principal debtor liability on the assignor (and any former tenant); (iv) requires (in the event of a disclaimer of liability of this lease) the assignor (or former tenant as the case may be) to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and (ivv) each Swingline Lender. Assignments shall be subject to is otherwise in a form reasonably required by the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500Landlord; and (Db) a condition that a person of standing acceptable to the Landlord enters into a guarantee and indemnity of the tenant covenants of this lease in the form reasonably required by the Landlord (but with such amendments and additions as the Landlord may reasonably require). 15.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may refuse its consent to an assignment if any of the following circumstances exist at the date of the application of the Tenant for consent to assign the lease: (a) the assigneeAnnual Rent or any other money due under this lease is outstanding or there is a material breach of covenant by the Tenant that has not been remedied; or (b) in the reasonable opinion of the Landlord the assignee is not of sufficient financial standing to enable it to comply with the covenants of the Tenant and conditions contained in this lease; or (c) the assignee and the Tenant are group companies within the meaning of section 42 of the LTA 1954. 15.5 Nothing in this clause 15 shall prevent the Landlord from giving consent subject to any other reasonable condition, if nor from refusing consent to an assignment in any other circumstance where it shall not be a Lender, shall deliver is reasonable to Administrative Agent an Administrative Questionnairedo so.

Assignments. (a) Any Lender, pursuant to a Lender Assignment Agreement, (i) with the consent of the U.S. Borrower and the Administrative Agent (which consents shall not be unreasonably delayed or withheld and which consent, in the case of the U.S. Borrower, shall not be required (A) during the continuation of a Default or (B) for an assignment by any Lender to any of its Affiliates, another Lender or an Eligible Assignee), may at any time assign and delegate to one or more Eligible Assignees; provided, however, that the Administrative Agent may withhold such consent in its sole discretion to an assignment to a Person not satisfying the credit ratings set forth in clause (c), or if such assignment would, pursuant to any applicable laws, rules or regulations binding on the Issuer, result in a reduced rate of return to the Issuer or require the Issuer to set aside capital in an amount that is greater than that which is required to be set aside for other Lenders participating in the Letters of Credit; and (ii) upon notice to the U.S. Borrower and the Administrative Agent, upon the Administrative Agent’s acknowledgment on a Lender Assignment Agreement, may assign and delegate to any of its Affiliates, to any other Lender or to a Related Fund of any Lender; (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of such Lender’s Loans, Letter of Credit Outstandings and Commitments in a minimum aggregate amount of $5,000,000 ($1,000,000 with respect to loans and commitments under the Incremental Facility, if any) (or, if less, the entire remaining amount of such Lender’s Loans, Letter of Credit Outstandings and Commitments). (b) Each Obligor and the Administrative Agent shall be entitled to continue to deal solely and directly with a Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) notice of such assignment and delegation, together with (i) payment instructions, (ii) the Internal Revenue Service forms or other statements contemplated or required to be delivered pursuant to Section 4.6, if applicable, and (iii) addresses and related information with respect to such Assignee Lender, shall have been delivered to the U.S. Borrower and the Administrative Agent by such assignor Lender each Person described in the foregoing clauses as being the Person making such assignment and delegation, being hereinafter referred to as an “Assignor Lender”; (ii) such Assignee Lender shall have executed and delivered to the U.S. Borrower and the Administrative Agent a properly completed Lender Assignment Agreement, received by the Administrative Agent; $$/BREAK/$$END (iii) the processing fees described below, to the extent required, shall have been paid; and (iv) the Administrative Agent shall have registered such assignment in the Register pursuant to clause (b) of Section 2.8. From and after the date that the Administrative Agent accepts such Lender Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with such Lender Assignment Agreement, shall have the rights and obligations of a Lender under the 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 such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice that the Administrative Agent has received and accepted an executed Lender Assignment Agreement (and if requested by the Assignee Lender), but subject to clause (c), the U.S. Borrower shall execute and deliver to the Administrative Agent (for delivery to the relevant Assignee Lender) a new Note evidencing such Assignee Lender’s assigned Loans and Commitments and, if the Assignor Lender has retained Loans and Commitments hereunder (and if requested by such Lender), a replacement Note in the principal amount of the Loans and Commitments retained by the Assignor Lender hereunder (such Note to be in exchange for, but not in payment of, the Note then held by such Assignor Lender). Each such Note shall be dated the date of the predecessor Note. The Assignor Lender shall ▇▇▇▇ each predecessor Note “exchanged” and deliver each of them to the U.S. Borrower. Accrued interest on that part of each predecessor Note evidenced by a new Note, and accrued fees, shall be paid as provided in the Lender Assignment Agreement. Accrued interest on that part of each predecessor Note evidenced by a replacement Note shall be paid to the Assignor Lender. Such Assignor Lender or such Assignee Lender must also pay a processing fee in the amount of $3,500 to the Administrative Agent upon delivery of any Lender Assignment Agreement provided that no such processing fee shall be required in connection with any such assignment and delegation (i) by a Lender to its Affiliate or to a Related Fund, (ii) by a Lender to a Federal Reserve Bank (or, if such Lender is an investment fund, to the trustee under the indenture to which such fund is a party in support of its obligations to such trustee), (iii) in connection with the consummation of the first syndication after the U.S. Closing Date or (iv) if the non-payment of the processing fee is otherwise consented to in writing by the Administrative Agent. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Note and in this Agreement. Notwithstanding any other term of this Agreement, the agreement of the Swing Line Lender to provide the Swing Line Loan Commitment and the Other Currency Swing Line Loan Commitment and issue the Letters of Credit shall not impair or otherwise restrict in any manner the ability of the Swing Line Lender to make any assignment of its Loans or Commitments, it being understood and agreed that Swing Line Lender may terminate its Swing Line Loan Commitment and its Other Currency Swing Line Loan Commitment, either in whole or in part, or resign as the Issuer in connection with the making of any assignment. Any attempted assignment and delegation not made in accordance with this Section 10.12.1 shall be null and void. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)set forth above, any Lender may assign (without requesting the consent of the U.S. Borrower or the Administrative Agent) pledge its Loans to one a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank. (c) In the event that S&P or more Persons all or ▇▇▇▇▇’▇, shall, after the date that any Person becomes a portion Lender, downgrade the long-term certificate of its rights and obligations under this Agreement (including all or a portion deposit ratings of its Commitment such Lender, and the Loans at resulting ratings shall be below Investment Grade or the time owing equivalent, then the U.S. Borrower, the Swing Line Lender, the Other Currency Lender and the Issuer shall each have the right, but not the obligation, upon notice to itsuch Lender and the Administrative Agent, to replace such Lender with a financial institution or other Eligible Assignee (a “Replacement Lender”) with acceptable to the prior written consent, U.S. Borrower and the Administrative Agent (such consent, in each case, $$/BREAK/$$END consents not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if the Replacement Lender is an Event existing Lender), and upon any such downgrading of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning any Lender’s long-term certificate of deposit rating, each such Lender hereby agrees to transfer and assign (in accordance with Section 10.12.1) all of its Commitments and other rights and obligations under this Agreementthe Loan Documents (including Reimbursement Obligations) to such Replacement Lender; provided, except however, that this clause (Bi) such assignment shall not apply to a Swingline be without recourse, representation or warranty (other than that such Lender owns the Commitments, Loans and Notes being assigned, free and clear of any Liens) and (ii) the purchase price paid by the Replacement Lender shall be in the amount of such Lender’s rights Loans and obligations in respect its Percentage of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionoutstanding Reimbursement Obligations, together with a processing all accrued and recordation fee of $3,500; and unpaid interest and fees in respect thereof, plus all other amounts (Dother than the amounts (if any) demanded and unreimbursed under Sections 4.2, 4.3, 4.5 and 4.6, which shall be paid by the assigneeBorrowers), if it owing to such Lender hereunder. Upon any such termination or assignment, such Lender shall not cease to be a Lender, party hereto but shall deliver continue to Administrative Agent an Administrative Questionnairebe entitled to the benefits of any provisions of this Agreement which by their terms survive the termination of this Agreement.

Assignments. Notwithstanding anything else herein Subject to any required approval of the contrary MGCB and the terms and conditions of the Development Agreement and upon prior notice to each Agent and consultation with Greektown Holdings (but subject to Section 7.12.2only if no Default then exists hereunder), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentconsent of the Administrative Agent (provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no such notice to or consent of Borrower by any Agent or consultation with Greektown Holdings shall be required for with respect to any assignment or sale by or to Jefferies or ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective Affiliates; and further provided, however, that such consent shall not be unreasonably delayed or withheld by the Administrative Agent if the assignee is exempt from the supplier licensing requirements under applicable Michigan Gaming Laws) may assign or sell all or any fraction of such Lender’s total Loans and Commitments to an Eligible Assignee (each Person described in the foregoing clause as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”) in a Lender, an Affiliate minimum aggregate amount of a Lender, an Approved Fund $1,000,000 with respect to the Loans (or, if an Event of Default has occurred and is continuingless, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning such Lender’s Commitment Loans and Commitments) or Loanssuch lesser amount agreed to by Greektown Holdings and the Administrative Agent, provided, that such minimum aggregate amount shall not be applicable in the amount case of assignments by such Lender to another Lender, any Approved Fund or its Affiliate. The Borrowers and each other Obligor and the Commitment or Loans 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 Assignee Lender until (a) notice of the assigning Lender subject to each such assignment and delegation, together with (determined as of i) payment instructions, (ii) the date the Assignment Internal Revenue Service Forms or other statements contemplated or required to be delivered pursuant to Section 4.2 and Assumption (iii) addresses and related information with respect to such assignment is Assignee Lender (including, if required, information required by the MGCB), shall have been delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower Greektown Holdings and the Administrative Agent otherwise consent; provided that no by such consent of Borrower shall be required if an Event of Default has occurred Lender and is continuingsuch Assignee Lender; (Bb) such Assignee Lender shall have executed and delivered to the Borrowers and each partial assignment shall be made as an assignment of Agent, a proportionate part of all the assigning Lender’s rights and obligations under this Lender Assignment Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loansaccepted by the Administrative Agent; (Cc) the parties to each assignment processing fees described below shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500have been paid; and (Dd) the assigneeLender Assignment Agreement has been registered in the Register in accordance with Section 2.4. From and after the date that the Administrative Agent accepts such Lender Assignment Agreement and the Administrative Agent records the information therein in the Register, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with such Lender Assignment Agreement, shall have 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 such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Accrued interest on that part of each assigned Loan and Commitment, and accrued fees, shall be paid as provided in the Lender Assignment Agreement. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee in the amount of $3,500 to the Administrative Agent upon delivery of any Lender Assignment Agreement; provided, however, that only one fee shall be payable for simultaneous multiple assignments made by a Lender to or from its Affiliates; and further, provided, however, that no such fee shall be due from the assignor Lender or the Assignee Lender with respect to any Lender Assignment Agreement to which Jefferies or ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a party or if the Administrative Agent, in its sole discretion, elects to waive such fee. Any attempted assignment and delegation not made in accordance with this Section 13.11.1 shall be null and void. Notwithstanding anything to the contrary set forth above, any Lender may (without requesting the consent of the Borrowers or the Administrative Agent) pledge its Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, and any Lender that is an investment fund that invests in bank loans may, without the consent of the Administrative Agent or the Borrowers, pledge all or any portion of its interest and rights (but may not delegate any of its duties or obligations hereunder or under any other Loan Document, including its Commitment(s), if it shall not be a Lender, shall deliver any) to Administrative Agent an Administrative Questionnaireany trustee or any other representative of holders of obligations owed or securities issued by such investment fund as security for such obligations or securities.

Assignments. Notwithstanding anything else herein (i) None of the Loan Parties may assign any of its rights or obligations under the Loan Documents without the prior written consent of each Bank, and no assignment of any such obligation shall release such Loan Party therefrom unless each Bank shall have consented to such release in a writing specifically referring to the contrary obligation from which such Loan Party is to be released. (but subject ii) Each Bank may from time to Section 7.12.2), time assign any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all the Loan Documents to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrowermore Persons, provided that that, -------- except in the case of the grant of a security interest to a Federal Reserve Bank (which may be made without condition or restriction) no consent of Borrower such assignment shall be required for an effective unless (A) the assignment is consented to a Lender, an Affiliate of a Lender, an Approved Fund or, if by Premiere (unless an Event of Default has occurred and exists at such time or such assignment is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it Affiliate of such Bank) and the Administrative Agent, (B) a Notice of Assignment with respect to the assignment, duly executed by the assignor and the assignee, shall have objected thereto by written notice been given to the Borrowers and the Administrative Agent within five Banking Days after having received notice thereof; and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AC) except in the case of an assignment to a Lender or an Affiliate of a Lender or by the Bank that is the Administrative Agent, the Administrative Agent shall have been paid an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and . Upon any effective assignment, (D1) the assigneeassignor shall be released from the obligations so assigned and, if it in the case of an assignment of all of its Loans and Commitment, shall not cease to be a LenderBank and (2) the assignee shall have all of the rights and shall be obligated to perform all of the obligations of a Bank; provided, however, that no assignee shall deliver be entitled ----------------- to Administrative Agent an Administrative Questionnaireany amounts that would otherwise be payable to it with respect to its assignment under Section 1.13 or 7.02 unless (x) such amounts are payable in respect of a Regulatory Change Enacted after the date the applicable assignment agreement became effective or (y) such amounts would have been payable to the Bank that made such assignment if such assignment had not been made. In the event of any effective assignment by a Bank, each of the Borrowers shall, against (except in the case of a partial assignment) receipt of the existing Note of the assignor Bank, issue a new Note to the assignee Bank.

Assignments. Notwithstanding anything else herein It is understood and agreed that each Lender shall have the right to the contrary (but subject to Section 7.12.2), assign at any Lender may assign to one or more Persons time all or a portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans at and outstanding Letters of Credit and/or its Term Loan Percentage of the time owing Term Loan to it) with the prior written consentany Person, such consent, in each case, not to be unreasonably withheld or delayed, of: provided that: (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to in a Lender, an Affiliate minimum amount of a Lender, an Approved Fund $1,000,000 (or, if an less, in a minimum amount equal to all of such Lender’s Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, any other assignee; providedthe Parent, further, that Borrower shall be deemed to have consented to an assignment unless it such assignment, which such consent of the Parent shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentnot be unreasonably withheld; provided that no the consent of the Administrative Agent and the Parent shall not be required for an required, and the minimum assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments amount shall be subject to not apply, if the following additional conditions: (A) except in the case of an assignment is to a Lender or an Affiliate of a Lender or an Affiliate so long as such assignment of would not result in increased costs to the entire remaining amount of Borrowers hereunder; and (iii) the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of proposed assignee and the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and AssumptionAcceptance in the form attached hereto as Exhibit G (in each case, together with an “Assignment and Acceptance”). Upon the execution and delivery of such Assignment and Acceptance, (A) the Borrowers shall issue to the assignee applicable Notes in the amount of such assignee’s Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially the form of the Notes executed and delivered to the Lenders on the Effective Date and, if applicable, the assignor shall return to the Borrowers its existing Notes marked “cancelled”; and (B) the assignee shall pay a processing and recordation fee of $3,500; and (D) 3,500 to the assignee, if it Administrative Agent. Only one such assignment fee shall not be a payable for concurrent assignments to Lender Affiliates of an assigning Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any i) Any Lender may at any time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Loan Documents. Such assignment shall be required for an substantially in the form of Exhibit D or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser which is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s applicable Commitment or Loans, the amount of the Commitment or and Loans of the assigning Lender or (unless each of the Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date,” if the “Trade Date” is delivered to Administrative Agentspecified in the assignment (ii) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrower shall not be required if an Event of a Default has occurred and is continuing;. The consent of the Agent and the Issuing Bank shall be required prior to any assignment becoming effective. Any consent required under this Section 9.04(c) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to the Administrative Agent of an assignment, together with any consents required by Section 9.04(c), and (B) each partial payment of a $4,000 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans 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 made “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 Amended Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Administrative Agent. In the case of an assignment covering all of a proportionate part of all the assigning Lender’s rights and obligations under this Amended Agreement, except such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Amended Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Amended Agreement that does not comply with this clause (BSection 9.04(c) shall not apply to be treated for purposes of this Amended Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 9.04(b). Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 9.04(c), the transferor Lender, the Administrative Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (Civ) The Administrative Agent, acting solely for this purpose as an agent of the parties to Borrowers, shall maintain at one of its offices a copy of each assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAssumption delivered to it and a register for the recordation of the names and addresses of the Lenders, together with and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agent and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a processing Lender hereunder for all purposes of this Amended Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein Each Lender may make assignments to the contrary (but subject Federal Reserve Bank, provided that any related costs, fees, and expenses incurred by such Lender in connection with such assignment or the re-assignment back to Section 7.12.2)it free of any interests of the Federal Reserve Bank, any shall be for the sole account of Lender. Each Lender may also assign to one or more Persons assignees (each an "ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: Credit Documents so long as (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred the assignor Lender and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall Assignee execute and deliver to Administrative Agent and Borrower for their consent and acceptance (that may not be unreasonably withheld in any instance and is not required by Borrower if an Assignment Event of Default exists) an assignment and Assumption, together with assumption agreement in substantially the form of EXHIBIT E (an "ASSIGNMENT") and pay to Administrative Agent a processing and recordation fee of $3,500; and 3,500 (Dwhich payment obligation is the sole liability, joint and several, of that Lender and Assignee), (ii) the assigneeassignment must be for a minimum total Commitment of $5,000,000, and, if the assigning Lender retains any Commitment, it shall not must be a Lenderminimum total Commitment of $10,000,000, shall deliver and (iii) the conditions for that assignment set forth in the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreeable to Borrower and Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender and the Assignee to Administrative Agent and Borrower for acceptance. Once that Assignment is accepted by Administrative Agent and Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in it (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 Credit Documents, (ii) 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 ceases to be a party to the Credit Documents, (iii) Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance CREDIT AGREEMENT 44 50 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 2 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 Administrative QuestionnaireAgent shall prepare and circulate to Borrower and 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 assigning 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 (iii) and (iv) have occurred. The Obligation is registered on the books of Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal and interest of the Obligation may only be made in accordance with this section.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, its Commitments and the any Participation Interest in Letters of Credit and Swingline Loans at the time owing to held by it) with the prior written consent); provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, ofthat: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or another Lender, an Affiliate of a an existing Lender or an assignment of any Approved Fund (A) the entire remaining aggregate amount of the assigning Lender’s Revolving Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not not, without the consent of the Administrative Agent be less than $5,000,000 unless and an integral multiple of $1,000,000 (or such lesser amount as shall equal the assigning Lender’s entire Revolving Commitment), (B) the aggregate amount of any Term B Loans of an assigning Lender subject to each such assignments (determined as of Borrower the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent otherwise consent; provided that no such or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not, without the consent of the Administrative Agent be less than $1,000,000, and an integral multiple thereof (or such lesser amount as shall equal the assigning Lender’s entire Term B Loans owing to it) and (C) after giving effect to such assignment, the aggregate amount of the Revolving Commitment of and Term B Loans at the time owing to the assigning Lender shall not, without the consent of the Borrower shall be required if an no Event of Default has occurred and is continuing, be less than $1,000,000 (unless the assigning Lender shall have assigned its entire Revolving Commitment and all the Term B Loans at the time owing it pursuant to such assignment or assignments otherwise complying with this Section 10.07 executed substantially simultaneously with such assignment); (Bii) each partial such assignment by a Lender shall be of a constant, and not varying, percentage of all rights and obligations in respect of a particular Class of Commitments under this Agreement and the other Senior Finance Documents; (iii) the parties to such assignment shall be made as an execute and deliver to the Administrative Agent and, only with respect to any assignment of all or a proportionate part portion of the Revolving Committed Amount, the L/C Issuers for their acceptance an Assignment and Assumption in the form of Exhibit C, together with any Note subject to such assignment and a processing fee of $3,500, payable or agreed between the assigning Lender and the assignee; and (iv) if applicable, the assignee shall deliver to the Administrative Agent the information referred to in Section 10.19(b). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, except that this clause such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (Bat its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not apply comply with this subsection shall, unless and until the acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, be treated for purposes of this Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with subsection (d) of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairethis Section.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of the Administrative Agent, such consentthe Issuing Lender (for an assignment of the Revolving Loans and the Revolving Commitment) and, in each caseso long as no Event of Default exists, the Company (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment to by a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment Lender to a Lender or an Affiliate of a Lender or an Lender). Except as the Administrative Agent may otherwise agree, any such assignment of shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the entire remaining amount of Commitment and Loans held by the assigning Lender’s Commitment . 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 Error! Reference source not found. hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 payable by the Assignor, unless pursuant to the Assignment Agreement the Assignee has agreed to make such payment. 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 Loans, SECTION 8 to the amount of Assignee than the Commitment or Loans of Company is then obligated to pay to the assigning Lender subject to each under such Sections (and if any assignment (determined as is made in violation of the date foregoing, the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall Company will not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no required to pay such consent of Borrower greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made treated as an assignment the sale of a proportionate part of all the assigning Lender’s rights and obligations participation under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireSection 15.6.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any 15.2.1 Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Term Loan Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Term Loan Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Term Loan Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Term Loan Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Term Loan Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Term Loan Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Term Loan Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;; and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.. Subject to acceptance and recording thereof pursuant to this Section 7.13.1, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a any portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee); provided, furtherhowever, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; that: (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments and the Loans at the time owing to it, or Loansin the case of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing; , the Borrower otherwise consents (Beach 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 AgreementAgreement with respect to the Loans, except Letter of Credit Participations and Commitments assigned, it being understood that this clause non-prorata assignments of or among any of the Commitments, the Loans and Letter of Credit Participations are not permitted; and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cc) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §17.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of each of §§4.3, 4.4, 4.8,

Assignments. Notwithstanding anything else herein Any Lender may, at any time, sell and assign to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons any Eligible Assignee (individually, an “Assignee Lender”) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or for purposes of this subsection (c), participations in L/C Obligations and in Swing Line Loans) (such a portion of its Commitment sale and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not assignment to be unreasonably withheld or delayedreferred to herein as an “Assignment”) pursuant to an assignment agreement in substantially the form of Exhibit G (an “Assignment Agreement”), of:executed by each Assignee Lender and such assignor Lender (an “Assignor Lender”) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that: ​ (i) BorrowerEach Assignee Lender that shall become a Lender shall provide, provided that no as a condition to the effectiveness of such assignment, appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer and the Swing Line Lender as each may require with respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding; ​ (ii) Without the written consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund orthe Administrative Agent and, if an no Event of Default has occurred and is continuing, the Borrowers (which consent of the Administrative Agent and the Borrowers shall not be unreasonably withheld or delayed), no Lender may make any other assignee; providedAssignment to any Assignee Lender which is not, furtherimmediately prior to such Assignment, a Lender hereunder, provided that Borrower the Borrowers shall be deemed to have consented to an assignment any such Assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.five

Assignments. Notwithstanding anything else herein Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, except as provided below, the Borrower (which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed) to the contrary (but subject to Section 7.12.2)sell, any Lender may assign to one assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender) to one or a portion of its Commitment and more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part fixed percentage (and not by its terms of all varying percentage) of the assigning Lender’s rights and obligations under this Agreementthe Loan Documents; provided, except however, that this in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments and outstanding Loans, the assigning Lender shall retain at least $5,000,000 in unused Commitments and outstanding Loans, (ii) the assignee Lender shall have Commitments and outstanding Loans of at least $5,000,000, (iii) the consent of the Borrower shall not be required for any assignment by a Lender to an Affiliate of such Lender or for any assignment made during the existence of any Event of Default, (iv) each such assignment shall be evidenced by a written agreement (in form and substance acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, unless not required under clause (Biii) above, the Borrower, which agreement shall not apply specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (v) the assigning Lender shall pay to the Administrative Agent a Swingline Lender’s processing fee of $3,500 in connection with any such assignment agreement. Any such assignee shall become a Lender 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 respect the assignment agreement executed by it. Promptly upon the effectiveness of Swingline Loans; (C) any such assignment agreement, the parties to each assignment Borrower shall execute and deliver replacement Notes to Administrative Agent 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 Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) interest in the assignee, if it shall not be a Lender, shall deliver Loans or its Commitments under this Section any financial or other information pertaining to Administrative Agent an Administrative Questionnairethe Borrower or any Subsidiary.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Term Loan Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); PROVIDED that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment of the entire balance of the Term Loans at the time owing to it or of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or LoansAffiliate, the aggregate amount of the Commitment or (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 2,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this AgreementTerm Loan Agreement with respect to the Term Loans or the Commitment assigned, except it being understood that this clause (B) shall NON-PRO RATA assignments of or among any of the Commitments and the Term Loans are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment and the Term Loans of any Lender must be approved by the Administrative Agent (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee); and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to SECTION 18.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Term Loan Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Term Loan Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Term Loan Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Term Loan Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) SECTIONS 5.2.2, 5.7, 5.8, and 5.10 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) SECTION 16 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Term Loan Agreement that does not comply with this paragraph shall be treated for purposes of this Term Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with SECTION 18.4.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any 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 Persons Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentNotes; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no such consent of by the Borrower shall be required for an assignment to (x) if a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower or Potential Default shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; exist or (iiy) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate affiliate of a Lender or an assignment of the entire remaining amount of the assigning another Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment ; (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agentii) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each any partial assignment shall be made as in an amount at least equal to $5,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of at least $5,000,000, 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 proportionate part of Lender party to this Agreement and shall have all the assigning Lender’s rights and obligations under this of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, except that this clause (B) and the transferor Lender shall not apply be released from its obligations hereunder to a Swingline 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’s rights , the Administrative Agent and obligations the Borrower shall make appropriate arrangement so the new Notes (in respect of Swingline Loans; (Cthe form attached hereto as Exhibit E) are issued to the parties Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a administrative fee for processing and recordation fee such assignment in the amount of $3,5004,500; and (D) the assigneeprovided, however, if it shall not be such assigning Lender is a Defaulting Lender, the administrative fee for processing such assignment shall deliver be $7,500. Anything in this Section to Administrative Agent an Administrative Questionnairethe 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. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and delegate its obligations under ------------ this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneeEligible Assignee; provided, furtherhowever, that Borrower (1) such Lender (if other than Heller) shall be deemed to have consented to an assignment unless it shall have objected thereto by first -------- ------- obtain the written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; Agent, (iii2) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loan commitments and Loans of the assigning Lender subject to being assigned shall in no event be less than the lesser of (a) $10,000,000 or (b) the entire amount of the Loan commitments and Loans of such assigning Lender, and (3) (a) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part pro rata portion of all the such assigning Lender’s rights 's Loans and obligations under this AgreementLoan commitments hereunder, except that this clause and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cb) the parties to each such assignment shall execute and deliver to Administrative Agent for acceptance and recording an Assignment and Assumption, Acceptance Agreement together with (i) a processing and recordation recording fee of $3,500; and 3,500 payable by the assigning Lender to Agent and (Dii) each of the Notes originally delivered to the assigning Lender for cancellation. The administrative fee referred to in clause (3) of the preceding sentence shall not apply to an assignment of a security interest in all or any portion of a Lender's rights under this Agreement or the other Loan Documents, to another Related Fund (as defined below) or Participant or as described in clause (1) of Section 9.5(d) below. Upon receipt of all of the foregoing, Agent shall notify Borrowers of such assignment and Borrowers shall comply with their obligations under this Agreement with respect to such assignments. In the case of an assignment authorized under this Section 9.5 and otherwise in accordance with the terms of this Agreement, the assignee shall be considered to be a "Lender" hereunder and Borrowers hereby acknowledge and agree that any assignment will give rise to a direct obligation of Borrowers to the assignee, if it . The assigning Lender shall not be a Lender, shall deliver relieved of its obligations to Administrative Agent an Administrative Questionnairemake Loans hereunder with respect to the assigned portion of its Loan commitment.