Common use of Certain Other Assignments Clause in Contracts

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holders; provided, no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment ------------------------- permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or and pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender Lender, including, without limitation, any pledge or assignment to secure obligations to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or Federal Reserve Bank and this Section 10.6 shall not apply to any trustee for, such pledge or any other representative assignment of such holdersa security interest; provided, (x) no Lender, as between the Borrower Company -------- and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, (y) in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunderhereunder and (z) any transfer of the rights and obligations of a "Lender" hereunder to any Person upon the foreclosure of any pledge or security interest referred to in this clause (i) may only be made pursuant to the provisions of Sections 10.6(c) through (e) governing assignments of interests in the Loans.

Certain Other Assignments. (i) In addition to any other assignment permitted pursuant to this Section 10.612.06, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its First Priority Term Loans, the other First Priority Term Loan Obligations owned by or owed by or to such Lender, and its First Priority Term Loan Notes, if any, to secure obligations of such Lender including (A) to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (iiB) with respect to any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if anythat is a fund that invests in bank loans, to secure obligations of such Lender to any holders trustee or holder of obligations owed, or securities issuedissued by, by such Lender fund as collateral security for such obligations or securities, securities or to any trustee for, or any other representative of such holders; provided, no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, 115 provided further, in no event shall the applicable Federal Reserve Bank, pledgee trustee or trustee such holder of obligations be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holders; provided, no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.611.6, (i) any Lender may, without the consent of the Borrower Company or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Credit Document Obligations owned by or owed by or to such Lender, and its NotesPromissory Note, if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by pledge or owed to such Lender, and its Notes, if any, to secure obligations of such Lender assignment to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of of, such holders; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder, until such time as such Federal Reserve Bank, pledge or trustee has complied with the provisions of this Section 11.6 regarding assignments.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.611.6, (i) any Lender may, without the consent of the Borrower Borrowers or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by pledge or owed to such Lender, and its Notes, if any, to secure obligations of such Lender assignment to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of of, such holders; provided, no Lender, as between the Borrower Borrowers and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder, until such time as such Federal Reserve Bank, pledge or trustee has complied with the provisions of this Section 11.6 regarding assignments.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or and pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender Lender, including, without limitation, any pledge or assignment to secure obligations to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or Federal Reserve Bank and this Section 10.6 shall not apply to any trustee forsuch pledge or assignment of a security interest; PROVIDED, or any other representative of such holders; provided, (x) no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, (y) in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunderhereunder and (z) any transfer of the rights and obligations of a "Lender" hereunder to any Person upon the foreclosure of any pledge or security interest referred to in this clause (i) may only be made pursuant to the provisions of Sections 10.6(c) through (e) governing assignments of interests in the Loans.

Certain Other Assignments. In addition Without notice to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without or the consent of the Borrower or the Administrative Agent, any Lender may at any time pledge or assign and/or pledge a security interest in all or any portion of its Loans, the other Obligations owned by or owed by or rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or a central bank having jurisdiction over such Lender; provided that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Notwithstanding anything to the contrary contained herein, without notice to or the consent of Borrower or Administrative Agent, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and its the Notes, if any, held by it to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any trustee for holders of obligations owed, or securities issued, by such Lender Fund as collateral security for such obligations or securities; provided that, or to any unless and until such trustee foractually becomes a Lender in compliance with the other provisions of this Section 9.6, or any other representative of (i) no such holders; provided, no Lender, as between pledge shall release the Borrower and such Lender, shall be relieved of pledging Lender from any of its obligations hereunder as a result of any such assignment and pledgeunder this Agreement, and provided, further, in no event (ii) such trustee shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or not be entitled to require exercise any of the assigning rights of a Lender under this Agreement and the Notes even though such trustee may have acquired ownership rights with respect to take the pledged interest through foreclosure or omit to take any action hereunderotherwise.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) 9.6 any Lender maymay assign, without the consent of the Borrower or the Administrative Agentpledge and/or grant a security interest in, assign and/or pledge all or any portion of its Revolving Loans, the other Obligations owned by or owed by or to such Lender, and its Revolving Loan Notes, if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holdersBank; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. Any Lender that relies on the exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940 contained in Rule 3a-7 promulgated under the Investment Company Act of 1940 may, at any time, without notice to or consent of the Company or the Agent, pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of its Revolving Loans and interest and any fees) under this Agreement to a trustee for purposes of compliance with such exclusion.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, may assign and/or pledge (without notice to or the consent of the Borrower Administrative Agent or the Administrative Agent, assign and/or pledge Company) all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Tranche B Term Loan Notes, if any, to secure obligations of such Lender including including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holdersBank; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Company or Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Loans and Tranche B Term Loan Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities; provided that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of Section 10.6(c) concerning assignments.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, may assign and/or pledge (without notice to or the consent of the Borrower Administrative Agent or the Administrative Agent, assign and/or pledge Company) all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holdersBank; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of the Company or Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities; provided that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of Section 10.6(c) concerning assignments.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, may assign and/or pledge (without notice to or the consent of the Borrower Administrative Agent or the Administrative Agent, assign and/or pledge Company) all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holdersBank; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Company or Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities; provided that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of Section 10.6(c) concerning assignments.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, Funded Letter of Credit Participations, the other Obligations owned by or owed by or to such Lender, and its NotesNotes (excluding in all instances the New Credit Linked Deposits, which shall be held as the property of the Funded LC Issuing Banks as provided for in Section 2.4), if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by pledge or owed to such Lender, and its Notes, if any, to secure obligations of such Lender assignment to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of, such holders as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such holdersFederal Reserve Bank; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holders; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or and pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender Lender, including any pledge or assignment to secure obligations to any holders of obligations owedFederal Reserve Bank, or securities issued, by such Lender as collateral security for such obligations any loan or securitiesother financing transaction as in or in connection with any securitization or other similar transaction, or and this Section 10.6 shall not apply to any trustee for, such pledge or any assignment of a security interest or other representative of such holderstransaction described herein; provided, (x) no Lender, as between the Borrower Borrowers and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, (y) in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee or other financing party be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunderhereunder and (z) any transfer of the rights and obligations of a "Lender" hereunder to any Person upon the foreclosure of any pledge or security interest referred to in this clause (i) may only be made pursuant to the provisions of Sections 10.6(c) through (e) governing assignments of interests in the Loans.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holders; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.610.06, (i) any Lender maymay assign, without the consent of the Borrower or the Administrative Agentpledge and/or grant a security interest in, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to (but not limited to) any Federal Reserve Bank or similar central bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System or any similar regulation and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holderssimilar central bank; provided, no Lender, as between the Borrower Credit Parties and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, in no event shall the applicable Federal Reserve BankBank or similar central bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder, and provided, further, that no Lender may assign, pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed by or to such Lender, or its Notes, if any, to or in favor of any Disqualified Institution.

Certain Other Assignments. In addition to any other ------------------------- assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or and pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank Bank, and (ii) any Lender may, without with the consent of the Borrower or the Administrative Agent, assign and/or Agent (such consent not to be unreasonably withheld) any Lender which is an investment fund may pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, or Loans to secure obligations of such Lender to any holders of obligations owed, its trustee or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative or financing party in support of its obligations to such holderstrustee or other representative or financing party; provided, no Lender, as between the Borrower -------- Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event -------- ------- shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, may assign and/or pledge (without notice to or the consent of the Borrower Administrative Agent or the Administrative Agent, assign and/or pledge Company) all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including including, without limitation, to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holdersBank; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Company or Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities; provided that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of Section 10.6(c) concerning assignments.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holders; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.. CREDIT AND GUARANTY AGREEMENT EXECUTION

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or and pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including an Eligible Assignee and/or to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank or otherwise, and (ii) any Lender may, without with the consent of the Borrower or the Administrative Agent, assign and/or Agent any Lender which is an investment fund may pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, or Loans to secure its trustee in support of its obligations of to such Lender to any holders of obligations owedtrustee, collateral agent or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holderssecuritization representative; providedPROVIDED, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and and/or pledge, and provided, furtherPROVIDED FURTHER, in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) 9.6 any Lender maymay assign, without the consent of the Borrower or the Administrative Agentpledge and/or grant a security interest in, assign and/or pledge all or any portion of its Revolving Loans, the other Obligations owned by or owed by or to such Lender, and its Revolving Loan Notes, if any, to secure obligations of such Lender including to including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holdersBank; provided, no Lender, as between the Borrower Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. Any Lender that relies on the exclusion or exemption from the definition of - 120 - “investment company” under the Investment Company Act of 1940 contained in Rule 3a-7 promulgated under the Investment Company Act of 1940 may, at any time, without notice to or consent of the Company or the Agent, pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of its Revolving Loans and interest and any fees) under this Agreement to a trustee for purposes of compliance with such exclusion.

Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, may assign and/or and pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender Lender, including any pledge or assignment to secure obligations to any holders of obligations owedFederal Reserve Bank, or securities issued, by such Lender as collateral security for such obligations any loan or securitiesother financing transaction as in or in connection with any securitization or other similar transaction, or and this Section 10.6 shall not apply to any trustee for, such pledge or any assignment of a security interest or other representative of such holderstransaction described herein; provided, (x) no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, (y) in no event shall the applicable Federal Reserve Bank, pledgee Bank or trustee or other financing party be considered to be a “"Lender” " or be entitled to require the assigning Lender to take or omit to take any action hereunderhereunder and (z) any transfer of the rights and obligations of a "Lender" hereunder to any Person upon the foreclosure of any pledge or security interest referred to in this clause (i) may only be made pursuant to the provisions of Sections 10.6(c) through (e) governing assignments of interests in the Loans.