Common use of Assignments Clause in Contracts

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

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

Assignments. Any Lender may with the prior written consent assign any of the Administrative Agent at any time assign its Term Loans to one or more Eligible Assignees Persons (each an “Assignee”"Assignee Lender") all or without the consent of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a portion of its party hereto and to the extent that rights and obligations under this Agreement hereunder have been assigned and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect delegated to such Assignee Lender in connection with the underlying assignment the assigning Lender retains a Commitmentagreement, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with a Commitment and/or Loansthe underlying assignment agreement, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredunder the other Loan Documents. Upon the consummation Within five Business Days after its receipt of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such notice of an assignment, the transferor Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall pay xxxx the predecessor Note "exchanged" and deliver it to the Administrative Agent an administrative fee for processing such assignment Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the amount agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of $4,500.00the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Anything Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesAgreement.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender that is not a Defaulting Lender, shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.007,500. The Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective affiliates Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignments. Any Lender may with The Borrower shall not have the prior written consent of the Administrative Agent at any time right to assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement or any interest therein. The Lender may not assign its rights or delegate its obligations under the Bond or this Agreement except as permitted by this Agreement and the Notes; provided, however, Bond. The Bond may be transferred by Lender if Lender delivers the following to Issuer: (i) any partial assignment shall be in an amount at least equal opinion of nationally recognized bond counsel to $10,000,000 Issuer to the effect that such transfer and (except in reregistration will not violate the case registration requirements of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitmentfederal or State securities laws, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) an investment letter in substantially the Administrative Agent same form as delivered to Issuer by Lender on the Closing Date executed by the proposed new owner of the Bond. Any attempt by Lender to transfer any interest in the Bond to any other person shall be void, and (provided in such event Lender shall defend, indemnify and hold harmless the Issuer against any claims relating to any such transfer. In no Event event shall any transfer of Default has occurred that is continuing) the Bond result in the Bond being owned by more than one owner. In addition to the foregoing, no such transfer of the Bond or assignment of this Agreement by Lender shall be effective unless and until Issuer and Borrower shall have approved such received notice of the transfer or assignment disclosing the name and address of the assignee or subassignee. Upon receipt of notice of assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to Borrower will reflect in a book entry the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth assignee designated in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation notice of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriateassignment, and shall update Schedule I attached heretoagree to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Issuer and Borrower may from time to time have against Lender or the assignee. In connection with Borrower agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral and in this Agreement. Notwithstanding the foregoing, Lender agrees that it will not make any such assignment, the transferor Lender shall pay assignment or transfer under this section to the Administrative Agent an administrative fee for processing such assignment in the amount a direct competitor of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower without Borrower, or any of its respective affiliates or Subsidiaries's express written consent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignments. (a) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) unless otherwise waived by Administrative Agent, any partial assignment shall be in an amount at least equal to $10,000,000 and (except 15,000,000 or an integral multiple of $1,000,000 in the case of an assignment made at a time at which there exists an Event of Default) excess thereof such that, after giving effect to such assignment assignment, the assigning Lender retains a Commitment, or if the Commitments Assignee shall have been terminated, holds Notes an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $10,000,00015,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement, (iii) if the Eligible Assignee is an Existing Lender or an Affiliate of the assigning Lender, the consent of Administrative Agent shall not be required, (iv) except as set forth in clause (iii) above, no such assignments shall be permitted without the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and (v) except as set forth in Section 18.26 below, no Borrower Party shall be liable or responsible for any costs or expenses incurred by the Administrative Agent, any Lender, any Assignee, or any Affiliate of any of the foregoing in connection with any transaction contemplated pursuant to this Section 18.15. Upon execution and delivery of such instrument and instrument, payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such AssigneeAssignee and receipt of any consent required hereunder, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a an Individual Loan Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)Section 18.15 and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new substitute Notes are issued to the Assignee and such transferor LenderLender by Borrower, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,500.00 for the account of Administrative Agent. Anything in this Section Notwithstanding anything herein to the contrary notwithstandingcontrary, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, any other Borrower Party, any Mezzanine Lender or any of its their respective affiliates or Subsidiariesaffiliates.

Assignments. Any (a) Each Lender may shall have the right at any time, with the prior written consent of the Administrative Agent at Agent, any time assign L/C Issuer and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld) to one sell, assign, transfer or more Eligible Assignees (each an “Assignee”) negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans 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 NotesAgent, 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) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment unless the assigning Lender retains a Commitmentis assigning all of its Commitments, or if outstanding Loans and interests in Letters of Credit Obligations, the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of assigning Lender shall retain at least $10,000,0005,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower assignee Lender shall have approved such assignmentCommitments, which approvals shall not be unreasonably withheld outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be effected evidenced by means of an Assignment and Assumption Agreement. Upon execution and delivery of a written agreement (substantially in the form attached hereto as Exhibit F or in such instrument and payment other form acceptable to the Agent) executed by such Assignee assigning Lender, such assignee Lender or Lenders, the Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to such transferor Lender of an amount equal be assigned to the purchase price agreed between such transferor assignee Lender and such Assignee, such Assignee shall be deemed the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Agent a processing fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Lender party for all purposes hereunder to this Agreement and shall have all the extent of the rights and obligations of a Lender with a Commitment and/or Loans, as under the case may be, as set forth in such Assignment and Assumption Agreement, Loan Documents it assumes and the transferor assigning Lender shall be released from its obligations hereunder to a corresponding extentobligations, and no further consent or action by any party 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 requiredas specified in the assignment agreement executed by it. Upon Promptly upon the consummation effectiveness of any such assignment pursuant to this subsection (c)agreement, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new execute and deliver replacement Notes are issued to the Assignee assignee Lender and such transferor Lenderthe assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as appropriateapplicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee Lender shall pay thereafter surrender to the Administrative Agent Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an administrative fee for processing such assignment interest in the amount Loans and interest in Letters of $4,500.00. Anything in Credit owed to it or its Commitments under this Section any financial or other information pertaining to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, Borrower or any Subsidiary; provided, however, that such purchaser or prospective purchaser agrees in writing to be bound by Section 10.24 hereof. Each purchaser that is not a United States person (as such term is defined in Section 7701(a)(30) of its respective affiliates or Subsidiariesthe Code) shall comply with those Lender requirements set forth in Section 10.1(b) hereof.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement and the Notes(including all or a portion of its Commitments); provided, however, that (ia) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case cases of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the entire remaining amount of the assigning Lender’s Commitments or, of an assignment to a Lender retains or a CommitmentLender Affiliate, or if the aggregate amount of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, being assigned shall not be less than $5,000,000 unless each of at least $10,000,000, (ii) the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Commitment assigned, it being understood that non-pro rata assignments of or among the Commitments and the related Reimbursement Obligations and the related Loans are not permitted; (c) any assignment of a Commitment must be approved by the Administrative Agent, the Fronting Bank and so long as no Default or Event of Default has occurred and is continuing, the Borrowers, (such approval of the Borrowers not to be 57 unreasonably withheld), unless the Person that is continuingthe proposed assignee is itself a Lender with a Commitment; (d) the Borrower parties to each assignment shall have approved execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (provided, that such assignmentprocessing and recordation fee may be waived by the Administrative Agent, which approvals in its sole discretion) and the Eligible Assignee, if it shall not be unreasonably withheld a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iiie) if applicable, the LC Administrator shall have delivered to the respective beneficiaries of outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the return or cancellation of the original Several Letter of Credit) which reflect any changes in the Lenders and/or the Commitment Percentages resulting from such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §13.3, from and after the effective date specified in each such assignment Assignment and Assumption, the Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extent, party hereto) but shall continue to be entitled to the benefits of §§14.2 and no further consent 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent Credit Agreement as a sale by such Lender of a participation in such rights and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection obligations in accordance with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries§13.4.

Assignments. Any Each Lender may make assignments to the Federal Reserve Bank, provided that any related costs, fees, and expenses incurred by such Lender in connection with such assignment or the prior written consent re-assignment back to it free of any interests of the Administrative Agent at any time Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Credit Documents so long as (i) the assignor Lender and Assignee execute and deliver to Administrative Agent and Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required by Borrower if an Event of Default exists) an assignment shall and assumption agreement in substantially the form of EXHIBIT E (an "ASSIGNMENT") and pay to Administrative Agent a processing fee of $3,500 (which payment obligation is the sole liability, joint and several, of that Lender and Assignee), (ii) the assignment must be for a minimum total Commitment of $5,000,000, and, if the assigning Lender retains any Commitment, it must be a minimum total Commitment of $5,000,000, and (iii) the conditions for that assignment set forth in an amount the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreeable to Borrower and Administrative Agent) be at least equal five Business Days after it is executed and delivered by the assignor Lender and the Assignee to $10,000,000 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 (except i) the Assignee automatically becomes a party to this agreement and, to the extent provided in that Assignment, has the Rights and obligations of a Lender under the Credit Documents, (ii) in the case of an assignment made at Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender ceases to be a time at which there exists party to the Credit Documents, (iii) Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this agreement following the transfer, (iv) upon delivery of the Notes under CLAUSE (iii) preceding, the assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this agreement, and (v) SCHEDULE 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 Agent shall prepare and circulate to Borrower and Lenders an Event of Default) after giving effect amended SCHEDULE 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to such assignment the Credit Documents (and the assigning Lender retains a Commitment, or if shall continue to be treated for all purposes as the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iiparty to the Credit Documents) with respect to the Administrative Agent Rights and (provided no Event of Default has occurred obligations assigned to that is continuing) Assignee until the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and actions described in CLAUSES (iii) each such assignment shall be effected by means and (iv) have occurred. The Obligation is registered on the books of an Assignment Borrower as to both principal and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreementany stated interest, and transfers of (as opposed to participations in) principal and interest of the transferor Lender shall Obligation may only be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to made in accordance with this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariessection.

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

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to a Lender, an Affiliate of such Lender or any Approved Fund related to such Lender (an “Applicable Assignment”); (ii) except in connection with an Applicable Assignment, any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,00010,000,000 by a Lender, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement; and (iv) Borrower shall not be responsible for any costs or expenses in connection with any assignment by a Lender hereunder. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes (in the form attached hereto as Exhibit D) are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500; provided, however, if such assigning Lender is a Defaulting Lender, the administrative fee for processing such assignment shall be $7,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariessubsidiaries.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in the case of both Agent and Borrower, shall not be unreasonably withheld or delayed) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) no such consent by the Agent shall be required in the case of an assignment to another Lender; (iii) any partial assignment shall be in an amount at least equal to $10,000,000 15,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains holds a Commitment, or if the Commitments have been terminated, holds Notes Note having an aggregate outstanding principal balance, balance of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement; and (v) after giving effect to any such assignment by the Lender then acting as the Agent, the Lender then acting as Agent shall retain a Note having a principal balance greater than or equal to the principal balance of the Note of each other Lender as of the Effective Date unless the Requisite Lenders consent otherwise (which consent shall not be unreasonably withheld or delayed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, Advances as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500 (or such lesser amount as Agent may agree to). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan Advance held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.. ws3C1.tmp

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and delegate its obligations under this Agreement to any third party (subject, unless an Event of Default exists hereunder, to the written consent of Company, which shall not be unreasonably withheld or delayed); the parties to such assignment shall execute and deliver to Collateral Agent, for acceptance and recording a Assignment and Acceptance Agreement together with (i) a processing and recording fee of $3,500 payable by the assigning Lender to Collateral Agent and (ii) each of the Notes, if any, originally delivered to the assigning Lender for cancellation. The administrative fee referred to in 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 subsection 9.5(D) below. Upon receipt of all of the foregoing, Collateral Agent shall notify Borrowers of such assignment and Borrowers shall comply with their obligations under the last sentence of subsection 2.1(F). In the case of an assignment authorized under this subsection 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. The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the assigned portion of its Commitment. Notwithstanding anything in the Loan Documents to the contrary (including this subsection 9.5(A), (i) no Lender shall be required to execute or deliver an Assignment and Acceptance Agreement in connection with any transaction involving any of its Affiliates, or the lenders or funding or financing sources of CapitalSource or any of its Affiliates, and (ii) there shall be no limitation or restriction on (A) the ability of CapitalSource or any of its Affiliates to assign or otherwise transfer any Loan Document, Commitment or Obligation to any such Affiliate or lender or financing or funding source or (B) any such lender's or funding or financing source's ability to assign or otherwise transfer any Loan Document, Commitment or Obligation; provided, however, (i) any partial assignment CapitalSource shall continue to be in an amount at least equal to $10,000,000 liable as a "Lender" under the Loan Documents unless such Affiliate, lender or funding or financing source executes and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of delivers an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Acceptance Agreement and shall have all the rights and obligations of thereby becomes a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor "Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries."

Assignments. (a) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights that Lender’s Loans and obligations under this Agreement and Commitments, with the Notes; providedprior written consent of Administrative Agent, howeverand, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) the exists, Borrower shall have approved such assignment, Representative (which approvals shall consent of Borrower Representative may not be unreasonably withheld or delayed), but (i) no such consent of any kind is required for an assignment (A) by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, (B) to an Eligible Assignee, or (C) prior to the completion of the primary syndication of the Commitments as determined by Monroe Capital, and (iiiii) each no assignment may be made to a Loan Party or an Affiliate of a Loan Party. Except as Administrative Agent otherwise agrees, any such assignment shall must be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $1,000,000 (which minimum will be $250,000 if the purchase price agreed between assignment is to an Affiliate of the assigning Lender) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrowers and Administrative Agent will be entitled to continue to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of Exhibit C (an “Assignment Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of that assignment Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than Borrowers are then obligated to pay to the assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay any such transferor Lender and such Assignee, such Assignee shall greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 will be treated as the sale of a participation under Section 15.6.2. Borrower Representative will be deemed to be a Lender party have granted its consent to any assignment requiring its consent under this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder unless Borrower Representative has expressly objected to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any that assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin five Business Days after notice thereof.

Assignments. Any Lender may with Each Obligor hereby agrees that Bank, in its sole discretion, shall have the prior written consent of the Administrative Agent unrestricted right at any time and from time to time, upon thirty (30) days’ prior written notice to Borrower but without the consent of Borrower and any other Obligor, to assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under hereunder to one or more banks or other financial institutions (each, an “Assignee”), and in the event of any such assignment to an Assignee, each Obligor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other Financing Agreements, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new Notes; provided, howeveras applicable, (i) to any partial assignment such Assignee and, if Bank has retained any of its rights and obligations following such assignment, to Bank, which new Notes shall be issued in an replacement of, but not in discharge of, the Obligations evidenced by the Notes held by Bank prior to such assignment which are being replaced and shall reflect the amount at least equal to $10,000,000 of any Loan held by such Assignee and (except in the case of an assignment made at a time at which there exists an Event of Default) Bank after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Bank in connection with such instrument assignment, and the payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender to by Bank and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all of the rights and obligations of a Lender with a Commitment and/or Loans, as Bank hereunder (and under any and all other Financing Agreements) to the case may be, as set forth in extent that such Assignment rights and Assumption Agreementobligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and the transferor Lender Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. Bank may furnish any information concerning any Obligor in its possession from time to time to Assignees and prospective Assignees, and no further consent or action by any party provided that Bank shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with require any such assignmentAssignees and prospective Assignees to agree in writing to maintain the confidentiality of such information, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign except as required by applicable laws or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesGovernmental Authorities.

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

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

Assignments. Any Lender may with the prior written consent Parent, EmCare and each of the Administrative Agent Banks agree that any Bank (the "Assigning Bank") may at any time assign to one or more Eligible Assignees (each an “Assignee”) all banks or other institutions all, or a portion proportionate part of all, of its rights and obligations under this Agreement and the Notesother Loan Documents (including, without limitation, its Commitment and Advances) (each an "Assignee"); provided, however, (i) any partial provided that the Assigning Bank obtains the prior written consent of Agent and if the assignment shall be in an amount at least equal is made prior to $10,000,000 and (except in the case occurrence of an assignment made at a time at which there exists an Event of Default) after giving effect Default or to such assignment a Person who is not an Affiliate of the assigning Lender retains a CommitmentAssigning Bank, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, prior written consent of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, Parent which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached heretowithheld. In connection with any such assignment, the transferor Lender Assignor and Assignee shall execute and deliver to the Parent and Agent, for their acceptance (when required) and the Agent's recording, an Assignment and Acceptance, together with the Note subject to such assignment. Upon such execution, delivery, acceptance, and recording, from and after the effective date specified in the Assignment and Acceptance, the Assignee's rights and obligations THIRD AMENDED AND RESTATED LOAN AGREEMENT, Page 60 60 under this Agreement and the other Loan Documents shall be established or increased, as the case may be, to the extent set forth in the Assignment and Acceptance and the Assigning Bank's rights and obligations under this Agreement and the other Loan Documents shall be released and reduced by a corresponding amount. Upon its receipt of an Assignment and Acceptance executed by an Assigning Bank and Assignee, together with the Note subject to such assignment, the Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register (hereafter defined), and (iii) give prompt written notice thereof to Parent. Within five (5) Business Days after its receipt of such notice, Parent shall at its own expense (i) execute and deliver to the Agent a Note payable to the order of the Assignee in an amount equal to such Assignee's new or increased Commitment and (ii) execute and deliver to the Agent a new Note payable to the order of the Assigning Bank in an amount equal to the Commitment retained by the Assigning Bank hereunder. After its receipt of such new Notes and the effective date of the Assignment and Acceptance, the Assigning Bank shall cancel and return the old Note to Parent. In connection with any such Assignment and Acceptance, the Assigning Bank shall pay to the Administrative Agent an administrative administration fee for processing such assignment in the amount of Three Thousand Dollars ($4,500.003,000.00); provided that such administration fee shall not be payable to Agent if the Assigning Bank is making an assignment to one of its Affiliates. Anything Upon compliance with the procedures and limitations set forth in this Section 12.8, each Assignee shall become a "Bank" for purposes of this Agreement from and after the effective date of the Assignment and Acceptance. Each Assigning Bank shall give the Agent and Parent at least ten (10) Business Days prior written notice of each proposed assignment. Each assignment shall be in the minimum principal amount of Five Million Dollars ($5,000,000). The Agent shall maintain at its address referred to on the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held signature pages hereto a copy of each Assignment and Acceptance delivered to and accepted by it in a register for the recordation of the names and addresses of the Assignees under this Section 12.8 and the Commitments of, and the principal amount of the Advances owing to, each such Assignee from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Parent, the Banks, and the Assignees may treat each Person whose name is recorded in the Register as a Bank hereunder to the Borrowerfor all purposes of this Agreement. The Register shall be available for inspection by Parent, any Assigning Bank, or any of its respective affiliates or SubsidiariesAssignee at any reasonable time and from time to time upon reasonable prior notice.

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

Assignments. A Lender (an “Assignor”) may at any time sell all or any part of its rights and obligations hereunder to one or more persons (other than individuals) (each, an “Assignee”) in respect of an aggregate amount of Commitment exceeding C$10 million. Upon such sale, the Assignor shall, to the extent of such sale, be released from its obligations hereunder and each of the Assignees shall become a party hereto to the extent of the interest so purchased, having the rights of a Lender and the benefit of section 9.5. Any such sale by an Assignor shall not be effective unless and until (i) (unless such sale is to a Related Fund or an affiliate of the Assignor) the Assignor has paid to the Administrative Agent an assignment fee in the amount of C$3,500, (ii) the Assignee has executed an instrument substantially in the form of schedule 5 annexed hereto whereby such Assignee has agreed to be bound by the terms hereof as a Lender may and has agreed to specific Commitments under the Credit Facility and a specific address and telefacsimile number for the purpose of notices as provided in section 12.3, and (iii) a copy of a fully executed copy of such instrument has been delivered to each of the Administrative Agent and the Borrower. Upon any such sale becoming effective, schedule 1 annexed hereto shall be deemed to be amended to include the Assignee as a Lender including the specific Commitments, Lending Office, address and telefacsimile number as aforesaid and the Commitments of the Assignor shall be deemed to be reduced by the amount of the Commitments assigned to the Assignee. No Lender (including an Assignee) shall, after an assignment made pursuant to this section 12.7(4), hold an amount of Commitment less than C$10 million unless such Lender has assigned the entire amount of its Commitments. Except with respect to an assignment to an affiliate or a Related Fund, any assignment pursuant to this section 12.7(4) shall require the prior or concurrent written acknowledgement of the Administrative Agent and (unless an Event of Default has occurred and is continuing) the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion Borrower, neither of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not will be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithheld.

Assignments. Any Lender may This Agreement, including any and all renewals, extensions, and amendments hereto, and all rights, title, and interests contained herein, shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, and assigns, the assigns of all or any part of Gatherer’s right, title, or interest in the Gathering System, and the assigns of all or any part of Producer’s Interests in the Dedicated Area, and each Party’s respective obligations hereunder shall be covenants running with the lands underlying or included in any such assets. Neither Party shall Transfer any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent at other Party, which consent shall not be unreasonably withheld, delayed, or conditioned; provided, Gas Gathering Agreement dated July 1, 2018 Between Alpine High Gathering LP (Gatherer) and Apache Corporation (Producer) CONFIDENTIAL TREATMENT REQUESTED however, that either Party may Transfer any time assign of its rights or obligations under this Agreement to one or more Eligible Assignees (each an “Assignee”) any Affiliate of such Party without the prior written consent of the other Party and that, in connection with a Transfer of all or a any portion of the Dedicated Area, Producer shall Transfer its corresponding rights and obligations under this Agreement and without the Notesneed for the prior written consent of Gatherer; provided, howeverfurther, that if Producer Transfers a portion but not all of the Dedicated Area, instead of acquiring this Agreement, the transferee of such Interests shall execute an agreement in the form attached hereto as Exhibit F (i) any partial assignment the “Transferee Agreement”), Gatherer shall likewise execute such Transferee Agreement, and such Transferred portion of the Dedicated Area shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption removed from dedication under this Agreement. Upon execution and delivery Any Transfer of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement shall expressly require that the assignee assume and shall have all agree to discharge the rights duties and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption its assignor under this Agreement, and the transferor Lender assignor shall be released from the duties and obligations arising under this Agreement which accrue after the effective date of such Transfer. Gatherer shall not Transfer its obligations hereunder rights and interests in the Gathering System, in whole or in part, unless the transferee of such interests agrees in writing to a corresponding extent, be bound by the terms and no further consent conditions of this Agreement. No Transfer of this Agreement or action by of any party interest of either Party shall be requiredbinding on the other Party until such other Party has been notified in writing of such Transfer and furnished with reasonable evidence of same. Upon the consummation No such Transfer of this Agreement or of any assignment pursuant interests of either Party shall operate in any way to this subsection (c)enlarge, alter, or modify any obligation of the transferor Lenderother Party hereto. Any Person that succeeds by purchase, the Administrative Agent and the Borrower merger, or consolidation with a Party hereto shall make appropriate arrangements so the new Notes are issued be subject to the Assignee duties and such transferor Lenderobligations of its predecessor in interests under this Agreement or a Transferee Agreement, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesapplicable.

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

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a time at Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (which there exists an Event for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of Default) after giving effect the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the assigning Lender retains a CommitmentAdministrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Default of Event of Default shall have occurred and be continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; (iii) any assignment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender; and (provided no Event of Default has occurred that is continuingiv) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) parties to each such assignment shall be effected by means of execute and deliver to the Administrative Agent an Assignment and Assumption Agreement. Upon execution Assumption, together with a processing and delivery recordation fee of such instrument $3,500, and payment by such Assignee to such transferor Lender of an amount equal the Eligible Assignee, if it is not already a Lender, shall deliver to the purchase price agreed between such transferor Lender Administrative Agent an Administrative Questionnaire. Subject to acceptance and such Assigneerecording thereof by the Administrative Agent pursuant to paragraph (c) of this section, such from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be deemed to be a Lender party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder 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 corresponding extentparty hereto) but shall continue to be entitled to the benefits of sections 2.9, 2.10, and no further consent 3.5, 5.4 and 12.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount d) of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSection.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and delegate its obligations under this Agreement and the Notesto an Eligible Assignee; provided, however, (i1) any partial assignment such Lender (other than GMAC CF) shall be in an amount at least equal to $10,000,000 and (except in first obtain the case written consent of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentAgent, or if the Commitments have been terminatedand, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided that no Event of Default has occurred that is shall then exist and be continuing) the Borrower shall have approved such assignment, Borrowing Agent, neither of which approvals shall not be unreasonably withheld withheld, (2) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (a) $5,000,000 or (b) the entire amount of the Commitments and Loans of such assigning Lender and (iii3)(a) each such assignment shall be effected of a pro rata portion of all such assigning Lender’s Loans and Commitments hereunder, and (b) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Assignment and Acceptance Agreement together with (i) a processing and recording fee of $3,500 payable by means the assigning Lender to Agent and (ii) the Note originally delivered to the assigning Lender. 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, as described in clause (1) of subsection 9.5(D) below. Upon receipt of all of the foregoing, Agent shall notify Borrowing Agent of such assignment and the Borrowers shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an Assignment assignment authorized under this subsection 9.5, the assignee shall be considered to be a “Lender” hereunder and Assumption AgreementLoan Parties hereby acknowledge and agree that any assignment will give rise to a direct obligation of Loan Parties to the assignee. Upon The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the assigned portion of its Commitment. Notwithstanding any provision to the contrary, any Lender (an “Assigning Lender”) may assign to one or more special purpose funding vehicles (each, an “SPV”) all or any portion of its funded Loans (without the corresponding Commitment), without the consent of any Person or the payment of a fee, by execution and delivery of such instrument and payment a written assignment agreement in a form agreed to by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Assigning Lender and such AssigneeSPV, and may grant any such Assignee shall SPV the option, in such SPV’s sole discretion, to provide Borrowers all or any part of any Loans that such Assigning Lender would otherwise be deemed obligated to be a Lender party make pursuant to this Agreement and Agreement. Such SPV shall have all the rights and obligations of which a Lender with a Commitment and/or Loans, as the case may be, as set forth in making or holding such Assignment and Assumption Loans would have under this Agreement, and the transferor but no obligations. The Assigning Lender shall be released from remain liable for all its original obligations hereunder to a corresponding extentunder this Agreement, and no further consent or action by any party including its Commitment (although the unused portion thereof shall be required. Upon reduced by the consummation principal amount of any assignment pursuant to this subsection (cLoans held by an SPV), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any Notwithstanding such assignment, the transferor Lender shall pay Agent and Borrowers may deliver notices to the Administrative Assigning Lender (as agent for the SPV) and not separately to the SPV unless the Agent an administrative fee for processing and Borrowers are requested in writing by the SPV (or its agent) to deliver such assignment notices separately to it. Borrowers shall, at the request of any Assigning Lender, execute and deliver to such Person as such Assigning Lender may designate, a Note in the amount of $4,500.00. Anything in this Section such Assigning Lender’s original Note, to evidence the contrary notwithstanding, no Loans of such Assigning Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesand related SPV.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a time at Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which there exists an Event for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of Default) after giving effect the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the assigning Lender retains Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a Commitmentrevolving facility, or if $1,000,000, in the Commitments have been terminatedcase of any assignment in respect of a term facility, holds Notes having an aggregate outstanding principal balanceunless each of the Agent and, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; (iii) any assignment of a Revolving Commitment must be approved by the Agent and the Issuing Lender unless the Person that is continuingthe proposed assignee is itself a Lender with a Revolving Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the Borrower parties to each assignment shall have approved such assignmentexecute and deliver to the Agent an Assignment and Assumption, which approvals together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be unreasonably withheld a Lender, shall deliver to the Agent an Administrative Questionnaire. Subject to acceptance and (iii) recording thereof by the Agent pursuant to Section 11.3(c), from and after the effective date specified in each such assignment Assignment and Assumption, the Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto) but shall continue to be entitled to the benefits of Sections 3.12, 3.13, 3.14, 3.15 and no further consent 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this Section 11.3(b) shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (cCredit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.3(d), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Lender may may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time and from time to time assign to any Lender or any affiliate thereof or, with the prior written consent of the Administrative Agent at any time assign and, if no Default or Event of Default shall have occurred and be continuing, the consent of the Borrower (which in each case shall not be unreasonably withheld), to one an additional bank or more Eligible Assignees financial institution (each an “"Assignee”") all or a portion any part of its rights and obligations under under" this Agreement and the Notes; providedother Loan Documents pursuant to an Assignment and Acceptance, howeversubstantially in the form of Exhibit E, executed by such Assignee, such assigning Lender (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except and, in the case of an assignment made at Assignee that is not then a time at which there exists Lender or an Event of Defaultaffiliate thereof, by the Borrower and the Administrative Agent) after giving effect and delivered to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment by a Lender which is not assigning all of its Loans and Commitments, the sum of the aggregate principal amount of the Loans and the aggregate amount of the Term Loan Commitment, Available Revolving Credit Commitments and Available Additional Revolving Credit Commitments being assigned is not less than $5,000,000 (provided no Event of Default has occurred that is continuingor such lesser amount as may be agreed to by the Borrower and the Administrative Agent). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment Assignee thereunder shall be effected by means of an a party hereto and, to the extent provided in such Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Assumption AgreementAcceptance, and the transferor Lender shall be released from its obligations hereunder 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 assigning Lender shall cease to be a corresponding extent, and no further consent or action by party hereto). Notwithstanding any party shall be required. Upon the consummation provision of any assignment pursuant to this subsection paragraph (c)) and paragraph (e) of this subsection, the transferor Lender, the Administrative Agent and consent of the Borrower shall make appropriate arrangements so not be required, and, unless requested by the Assignee and/or the assigning Lender, new Notes are issued shall not be required to the Assignee be executed and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held delivered by it hereunder to the Borrower, or for any assignment which occurs at any time when any of its respective affiliates or Subsidiariesthe events described in Section 7(f) shall have occurred and be continuing.

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

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

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

Assignments. (i) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights and such Lender’s Loan together with all related obligations under this of such Lender hereunder. Except as Agent may otherwise agree, the amount of any such assignment (determined as of the date of the applicable Assignment Agreement and shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Notesassignor’s entire interests in the outstanding Loan; provided, however, (i) any partial assignment that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above. Notwithstanding anything to the contrary in an amount at least equal any Financing Documents, the Credit Parties shall not (and the Credit Parties agree not to $10,000,000 have their Affiliates or Related Parties agree to), solely in connection with a refinancing of this Agreement whereby the Borrowers are not entering into a new credit facility that refinances or replaces this Agreement (and the Loans and the Revolving Loan Commitments hereunder) but rather is seeking a financial institution (except in or other Person) and its Affiliates that are not Deerfield ELGX Revolver, LLC or its Affiliates to replace Deerfield ELGX Revolver, LLC and its Affiliates as Agent and as the case of Lenders hereunder pursuant to an assignment made at a time at which there exists an Event of Default) after giving effect to such the agency of Agent and the Loans and Revolving Loan Commitments hereunder, and whereby the assignment documentation for the assigning Lender retains a Commitment, or agency of Agent and the Loans and Revolving Loan Commitments hereunder requires the written consent of Endologix (even if the terms hereof do not otherwise require such consent), request from any Lender that any Person be assigned, delegated or transferred any of the Revolving Loan Commitments have been terminatedunless Endologix advises Deerfield ELGX Revolver, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal LLC on or prior to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all written consent of Endologix of the rights and obligations terms of a Lender with a Commitment and/or Loans, as Section 5.4(s)(i) of the case may be, as set forth in such Assignment and Assumption Term Credit Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment delegation or transfer in the amount scenario described in this sentence that does not meet the foregoing terms shall be absolutely void ab initio. Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto, a processing fee of $4,500.00. Anything in this Section 3,500 to be paid by the contrary notwithstandingassigning Lender, and, if the Assignee is not already a Lender, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; provided, however, no processing fee shall be due for assignments between 101 Lenders or between a Lender may assign and its Affiliate or participate any interest in any Loan held by it hereunder to the BorrowerApproved Fund. AGENT AND/OR ANY LENDER CONSIDERING ASSIGNING ANY REVOLVING LOAN COMMITMENTS, or any of its respective affiliates or SubsidiariesLOANS OR OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS IS ADVISED AND ENCOURAGED TO REVIEW WITH COUNSEL SECTION 5.4(s) (PARTICULARLY CLAUSE (i) OF THE PROVISO THEREOF) OF THE TERM CREDIT AGREEMENT AND UNDERSTAND ANY IMPLICATIONS OF ANY SUCH ASSIGNMENT IF AGENT AND/OR ANY LENDER HOLDS ANY INTEREST IN ANY LOANS OR OTHER OBLIGATIONS UNDER THE TERM DEBT DOCUMENTS AT SUCH TIME.

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign (each, an "Assignment") to one or more Eligible Assignees (each each, an “"Assignee”") all or a portion of its rights and obligations under this Agreement (including all or a portion of such Lender's Term Loan and Term Notes, as the Notescase may be). Such Assignment may be made without the consent of the Borrowers but shall require the consent of the Agent (not be unreasonably withheld); provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of that an assignment made at to a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred Person that is continuing) a competitor of any Borrower or Guarantor hereunder with respect to the business operated by such Borrower or Guarantor or any Affiliate of any such competitor shall have approved such assignmentrequire the consent of Borrowers, which approvals consent shall not be unreasonably withheld withheld. In connection with any such Assignment, the assigning Lender and the Assignee shall execute and deliver to the Agent an Assignment Agreement, in the form of Exhibit 11.4(b) (iii) each each, an "Assignment Agreement"), and a $3,500 Assignment Fee payable to Agent. Upon its receipt of a duly executed and completed Assignment Agreement, Agent shall record the information contained in such assignment Assignment Agreement in the Register, shall be effected by means give prompt notice thereof to the Borrowers and shall maintain a copy of such Assignment Agreement in its Principal Office. From and after the effective date of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to Assignment, the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed a party hereto and, to be a Lender party the extent of the interest assigned pursuant to this Agreement and shall the Assignment, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption lender under this Agreement, and the transferor assigning Lender shall shall, to the extent of the interest assigned, be released from its obligations hereunder under this Agreement. Each Borrower hereby consents to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation disclosure of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In information obtained by Lender in connection with this Agreement, provided any such assignmentPerson shall agree to keep any such information confidential, the transferor to any Person to which Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrowersells, or proposes to sell, its Term Loan, or Term Notes; provided any of its respective affiliates or Subsidiariessuch Person shall agree to keep any such information confidential.

Assignments. Any Lender may with (h) Each Seller Party, the prior written Agent and each Purchaser hereby agree and consent to the complete or partial assignment by any Company of all or any portion of its rights under, interest in, title to and obligations under this Agreement to any Funding Source pursuant to any Funding Agreement or to any other Person, and upon such assignment, such Company shall be released from its obligations so assigned. Further, each Seller Party, the Agent and each Purchaser hereby agree that any assignee of any Company of this Agreement or of all or any of the Administrative Agent Purchaser Interests of any Company shall have all of the rights and benefits under this Agreement as if the term “Company” explicitly referred to and included such party (provided that (i) the Purchaser Interests of any such assignee that is a Company or a commercial paper conduit shall accrue CP Costs based on such Company’s Company Costs or on such commercial paper conduit’s cost of funds, respectively, and (ii) the Purchaser Interests of any other such assignee shall accrue Yield pursuant to Section 4.1), and no such assignment shall in any way impair the rights and benefits of any Company hereunder. Neither any Seller nor any Servicer shall have the right to assign its rights or obligations under this Agreement. Any Financial Institution may at any time and from time to time assign to one or more Eligible Assignees Persons (each an “AssigneePurchasing Financial Institutions”) all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of the Company in such selling Financial Institution’s Purchaser Group and the Notesconsent of the Administrative Seller shall be required prior to the effectiveness of any such assignment; provided, however, that in the event the Administrative Seller fails to consent to any proposed Purchasing Financial Institution during the thirty (30) day period following the Administrative Seller’s initial receipt of a request for its consent to any such assignment, only the consent of the Company in such selling Financial Institution’s Purchaser Group shall thereafter be required with respect to any such assignment. Each assignee of a Financial Institution must (i) any partial assignment shall be in an amount at least equal to $10,000,000 have a short-term debt rating of A-1 or better by Standard & Poor’s Ratings Group and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentP-1 by Xxxxx’x Investor Service, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, Inc. and (ii) agree to deliver to the Administrative Agent, promptly following any request therefor by the Agent or the Company in such selling Financial Institution’s Purchaser Group, an enforceability opinion in form and substance satisfactory to the Agent and such Company (provided no Event such opinion may be delivered by in-house counsel of Default has occurred that is continuing) such assignee). Upon delivery of the Borrower executed Assignment Agreement to the Agent, such selling Financial Institution shall have approved be released from its obligations hereunder to the extent of such assignment, which approvals . Thereafter the Purchasing Financial Institution shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to for all purposes be a Lender Financial Institution party to this Agreement and shall have all the rights and obligations of a Lender with Financial Institution (including, without limitation, the applicable obligations of a Commitment and/or Loans, Related Financial Institution) under this Agreement to the same extent as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, if it were an original party hereto and no further consent or action by any party Seller, the Purchasers or the Agent shall be required. Upon FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Each of the consummation Financial Institutions agrees that in the event that it shall cease to have a short-term debt rating of any assignment A-1 or better by Standard & Poor’s Ratings Group and P-1 by Xxxxx’x Investor Service, Inc. (or, solely in the case of CLNY, a short-term debt rating of A-2 or better by Standard & Poor’s Ratings Group and P-2 by Xxxxx’x Investor Service, Inc.) (an “Affected Financial Institution”), such Affected Financial Institution shall be obliged, at the request of the Company in such Affected Financial Institution’s Purchaser Group or the Agent, to assign all of its rights and obligations hereunder to (x) another Financial Institution in such Affected Financial Institution’s Purchaser Group or (y) another funding entity nominated by the Agent and acceptable to the Company in such Affected Financial Institution’s Purchaser Group, and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Financial Institution; provided that the Affected Financial Institution receives payment in full, pursuant to this subsection (c)an Assignment Agreement, of an amount equal to such Financial Institution’s Pro Rata Share of the transferor Lender, the Administrative Agent Aggregate Capital and the Borrower shall make appropriate arrangements so the new Notes are issued Yield owing to the Assignee Financial Institutions in such Affected Financial Institution’s Purchaser Group and such transferor Lender, as appropriate, all accrued but unpaid fees and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment other costs and expenses payable in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any respect of its respective affiliates or SubsidiariesPro Rata Share of the Purchaser Interests of the Financial Institutions in such Affected Financial Institution’s Purchaser Group.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesNote; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 10,000,000.00 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentPortion, or if the Commitments Portions have been Loan No. 1005062 terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,00010,000,000.00, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, Portion as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariessubsidiaries.

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

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

Assignments. Any (a) At any time after the Series 1997-1 Closing Date each Liquidity Lender may may, by prior written notice to the Rating Agencies and the Dealers and with the prior written consent of , or (in the Administrative Agent case of an assignment to an Affiliate of such Liquidity Lender, if the short term obligations of such Affiliate are rated at least A-1 by S&P and P-1 by Moodx'x) xxior notice to, the Series 1997-1 Liquidity Agent, which consent shall not be unreasonably withheld, and so long as no Liquidity Agreement Amortization Event exists or is continuing, with the prior consent of RFC, which consent shall not be unreasonably withheld (it being understood that consent may be withheld by RFC if such assignment would subject RFC to the payment of any time additional amounts pursuant to the provisions of Sections 5.3 through 5.6 hereof), assign to one or more an Eligible Assignees (each an “Assignee”) Liquidity Lender all or a portion of its Liquidity Advances and Liquidity Commitment and its related rights and obligations under this Agreement and the Notes; Series 1997-1 Liquidity Agreement, provided, however, that (i) any partial each such assignment shall be in an amount at least equal a constant, and not a varying percentage of the assigning Liquidity Lender's Liquidity Advances and Liquidity Commitment and its related rights and obligations under this Series 1997-1 Liquidity Agreement, (ii) for each assignment involving the issuance and transfer of a Liquidity Advance Note, the assigning Liquidity Lender shall execute a Liquidity Lender Assignment Agreement and RFC hereby consents to $10,000,000 and execute a replacement Liquidity Advance Note or Notes to be exchanged for any surrendered Liquidity Advance Note or Notes of the assigning Liquidity Lender to give effect to the assignment, (iii) except in the case of an assignment made at to another Liquidity Lender or an assignment of all of a time at Liquidity Lender's rights and obligations under this Series 1997-1 Liquidity Agreement, the minimum Liquidity Commitment which there exists an Event shall be assigned is the lesser of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least Liquidity Lender's Liquidity Commitment and $10,000,000, (iiiv) such Eligible Liquidity Lender shall have an office located in the United States, and (v) an assignment (other than an assignment of 100% of its interest) by the Swing Line Lender shall not include any portion of its obligations as the Swing Line Lender. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Liquidity Lender Assignment Agreement, (x) the Administrative Agent Eligible Liquidity Lender thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under the related Liquidity Advance Note or Notes have been assigned or negotiated to it pursuant to such Liquidity Lender Assignment Agreement, have such rights and obligations hereunder or under such Liquidity Advance Notes and (provided no Event of Default has occurred that is continuingy) the Borrower shall Liquidity Lender making the assignment shall, to the extent that rights and obligations hereunder or under such Liquidity Advance Notes have approved been assigned or negotiated by it pursuant to such assignmentLiquidity Lender Assignment Agreement, which approvals relinquish its rights and be released from that portion of its Liquidity Commitment under this Series 1997-1 Liquidity Agreement applicable to the rights so assigned; provided that the Liquidity Lender making the assignment shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery released from liability to RFC for any acts or omissions of such instrument and payment by such Assignee assignor prior to such transferor assignment. Any Liquidity Lender of who makes an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Series 1997-1 Liquidity Agent an a one-time administrative fee for processing such assignment of $3,500.00 which fee shall not be reimbursed by RFC. Accrued interest on that part of the predecessor Liquidity Advance Notes evidenced by the new Liquidity Advance Notes, and accrued fees, shall be paid as provided in the amount Liquidity Lender Assignment Agreement. Accrued interest on that part of $4,500.00the predecessor Liquidity Advance Notes evidenced by the replacement Liquidity Advance Notes shall be paid to the Liquidity Lender making the assignment. Anything Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Liquidity Lender Advance Notes and in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSeries 1997-1 Liquidity Agreement.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld or delayed) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement; and (iv) so long as the Commitments remain in effect, after giving effect to any such assignment by the Lender then acting as the Agent, the Lender then acting as Agent shall retain a Commitment greater than or equal to the Commitment of each other Lender as of the Effective Date unless the Requisite Lenders consent otherwise (which consent shall not be unreasonably withheld or delayed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and exhibit10175a.htm such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan Advance held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. Any Administrative Agent and each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) Persons all or a portion of its rights and obligations under this Guaranty, the Program Agreement and the Notesother Facility Loan Documents; provided that such assignment shall comply with the terms and conditions set forth in the Program Agreement. From and after the effective date specified in any such assignment, the assignee thereunder shall have all rights and remedies of Administrative Agent or a Lender against Guarantor pursuant to the terms of this Guaranty. In addition, if a Lender or a holder of the Facility Loans assigns any Facility Loan to any lender or other Person to secure a loan from such lender or other Person to such Lender or such holder in accordance with the Program Agreement, Guarantor will accord full recognition thereto and agree that all rights and remedies of such Lender (or Administrative Agent on behalf of such Lender) or such holder hereunder against Guarantor pursuant to the terms of this Guaranty shall be enforceable against Guarantor by such Lender (or Administrative Agent on behalf of such Lender) or other entity with the same force and effect and to the same extent as would have been enforceable by such Lender (or Administrative Agent on behalf of such Lender) or such holder but for such assignment; provided, however, that unless Lender (ior Administrative Agent on behalf of such Lender) shall otherwise consent in writing, Lender (or Administrative Agent on behalf of such Lender) shall have an unimpaired right, prior and superior to that of its assignee or transferee, to enforce this Guaranty for Lender’s benefit to the extent any partial portion of the indebtedness pursuant to the Facility Loan Documents or any interest therein is not assigned or transferred. Each Lender may, in connection with any assignment shall be in an amount at least equal to $10,000,000 and (except or participation or proposed assignment or participation of all or any portion of such Lender’s interest in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment Facility Loans and the assigning Lender retains a CommitmentFacility Loan Documents, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal disclose to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loansassignee or participant or proposed assignee or participant, as the case may be, as set forth in any information relating to Guarantor that has been furnished to such Assignment and Assumption Agreement, and Lender by or on behalf of Guarantor provided that the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent assignee or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lenderparticipant or proposed assignee or participant, as appropriatethe case may be, and shall update Schedule I attached hereto. In connection with any such assignment, agrees to keep the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment information confidential as provided in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, Program Agreement or any of its respective affiliates or Subsidiariesother Facility Loan Document.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender or an Approved Fund; (ii) Borrower shall have been deemed to have approved an Assignee if Borrower fails to respond within five (5) Business Days after Borrower’s receipt of the request for approval of such Assignee, (iii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes (in the form attached hereto as Exhibit E) are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500; provided, however, if such assigning Lender is a Defaulting Lender, the administrative fee for processing such assignment shall be $7,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariessubsidiaries, or to any natural person. In no event shall Borrower be directly or indirectly responsible for such administrative fees.

Assignments. Any (a) Each Lender may may, with the prior written consent of the Administrative Agent at any time (which consent shall not be unreasonably withheld), assign all or a portion Xxx Research Corporation Participation Agreement of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit F to one or more Eligible Lender Assignees (each an “Assignee”) all or or, if a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Lease Event of Default has occurred that and is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each to any Person). Each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations of a Lender with a Commitment under the Operative Documents relating to its Series A Notes and/or Loans, as the case may be, as set forth in Series B Notes. Any such Assignment and Assumption Agreement, and the transferor Lender assignment shall be released from in a minimum aggregate amount of $5,000,000 (or the balance of such Loan Commitment applicable to its obligations Series A Notes and/or Series B Notes, if less). Any assignment hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant effective upon delivery to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so Lessor of written notice of the new Notes are issued assignment together with a transfer fee of $3,500.00 payable by the assignor Lender or the assignee Lender to the Assignee Administrative Agent for its own account. The assigning Lender will give prompt notice to the Administrative Agent and the Lessee of any such transferor Lender, as appropriate, and shall update Schedule I attached heretoassignment. In connection with Upon the effectiveness of any such assignment, the transferor assignee shall become a "Lender" for all purposes of the Operative Documents (including all representations, warranties and covenants which will all be deemed made and agreed to by such assignee) and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Administrative Agent an administrative fee for processing agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee Lender separate promissory notes of the series and in the amount of $4,500.00their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). Anything in this Section So long as no Lease Event of Default has occurred and is continuing, Key Corporate Capital Inc. agrees that it will not transfer or assign its Notes if after giving affect to such transfer or assignment, the contrary notwithstanding, no Lender may assign or participate any interest in any Loan principal amount of Notes held by it hereunder to Key Corporate Capital Inc. plus the Borrower, or any of its respective affiliates or SubsidiariesLessor Amounts held by SELCO Service Corporation would be less than $10,000,000.

Assignments. Any Lender may with the prior written consent The Program Agreements are not assignable by Seller or Guarantor. Subject to Section 39 (Acknowledgement of the Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverthat, unless an Event of Default has occurred, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at by a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, Committed Buyer or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) an assignment to a non-Affiliate of Administrative Agent or Buyers, shall, in each case, require Seller’s prior consent, such consent not to be unreasonably withheld; provided, further, that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (provided no Event “Assignment and Acceptance”), specifying the percentage or portion of Default has occurred that such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is continuing) recorded in the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them pursuant to this Section to an assignee which assumes the obligations of Administrative Agent and Buyers, as set forth in such Assignment and Assumption Agreementapplicable, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignmentprospective or actual assignee this Agreement, the transferor Lender shall pay other Program Agreements, any document or other information delivered to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held and/or Buyers by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSeller.

Assignments. Any Each Lender may with make assignments to the prior written consent of the Administrative Agent at any time Federal Reserve Bank. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”) all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Loan Documents so long as (i) the assignor Lender and Assignee execute and deliver to Agent and Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required if the Assignee is an Affiliate of the assigning Lender, and the consent of Borrower is also not required at any time after the occurrence and during the continuance of any Default or Potential Default) an assignment shall and assumption agreement in substantially the form of Exhibit F (an “Assignment”) and pay to Agent a processing fee of $3,500, (ii) the assignment must be for a minimum total Commitment of $5,000,000 and the assigning Lender (if not assigning its entire Commitment) must retain a minimum total Commitment of $5,000,000 and (iii) the conditions for that assignment set forth in an amount the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreeable to Borrower and Agent) be at least equal five Business Days after it is executed and delivered by the assignor Lender and the Assignee to $10,000,000 Agent and Borrower for acceptance. Once that Assignment is accepted by Agent and Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in it (except i) the Assignee automatically becomes a party to this agreement and, to the extent provided in that Assignment, has the Rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender, to the extent provided in that Assignment, is released from its obligations to fund Borrowings under this agreement and its reimbursement obligations under this agreement and, in the case of an assignment made at Assignment covering all of the remaining portion of the assignor Lender’s Rights and obligations under the Loan Documents, that Lender ceases to be a time at which there exists an Event of Default) after giving effect party to such assignment the assigning Lender retains a CommitmentLoan Documents, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment Borrower shall be effected by means of an Assignment execute and Assumption Agreement. Upon execution deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this agreement following the transfer, (iv) upon delivery of such instrument the Notes under clause (iii) preceding, the assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this agreement 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 (v) Schedule 2 is automatically deemed to be a Lender party amended to this Agreement and shall have all reflect the rights and obligations of a Lender with a Commitment and/or Loansname, as the case may beaddress, as set forth in such Assignment and Assumption Agreementtelecopy number, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation Commitment of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor the remaining Commitment (if any) of the assignor Lender, as appropriate, and Agent shall update prepare and circulate to Borrower and Lenders an amended Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries2 reflecting those changes.

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

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

Assignments. Any Lender may with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to One Million and No/100ths Dollars ($10,000,000 1,000,000.00) and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes a Note having an aggregate outstanding principal balance, of at least One Million and No/100ths Dollars ($10,000,0001,000,000.00), (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of Five Thousand and No/l00ths Dollars ($4,500.005,000.00). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariessubsidiaries.

Assignments. Any In addition to the assignments permitted by Section ----------- 10.3(a), each Lender may may, with the prior written consent of the Borrower and the Administrative Agent at any time (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and hereunder pursuant to an assignment agreement substantially in the Notesform of Exhibit 10.3 to one or ------------ more Eligible Assignees; provided, however, provided that (i) any partial such assignment shall be in an a -------- minimum aggregate amount at least equal to of $10,000,000 15,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery a constant, not varying, percentage of such instrument and payment by such Assignee to such transferor Lender all of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a Lender duly executed assignment agreement together with a Commitment and/or Loans, as transfer fee of $3,500 payable to the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Administrative Agent for its own account; provided that any assignment required to be made by a Lender pursuant to Section 3.16 shall be released from its obligations hereunder to not require a corresponding extent, and no further consent or action by any party shall be requiredtransfer fee. Upon the consummation effectiveness of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall pay be relieved of its obligations hereunder to the Administrative Agent an administrative fee for processing extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of $4,500.00their respective interests substantially in the form of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). Anything By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the contrary notwithstandingother parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no Lender may assign representation or participate warranty and assumes no responsibility with respect to any interest statements, warranties or representations made in or in connection with this Credit Agreement, any Loan held by it hereunder to of the Borrowerother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its respective affiliates obligations under this Credit Agreement, any of the other Credit Documents or Subsidiariesany other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

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

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

Assignments. Any Lender may with The Assignor hereby assigns and sells, without recourse or warranty except as specifically set forth herein, to the prior written consent of Assignee the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Assigned Interest in the rights and obligations of the Assignor under the Facilities Papers. The Assignee hereby purchases and 169 accepts, without recourse or warranty except as specifically set forth herein, from the Assignor all of such rights and obligations of the Assignor, including the corresponding portion of the principal amount of the Advances made by the Assignor outstanding on the date of this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption A&A Agreement. Upon The total so lent by Assignor and outstanding immediately before this A&A Agreement becomes effective is: Assignor's principal advances Facility now outstanding Subprime Single-family Warehouse Subline $_________________ P&I Advances Subline $_________________ Servicing Advances Subline $_________________ Recoveries Subline $_________________ Subject to the execution and delivery of such instrument this A&A Agreement by the Assignor, the Assignee, the Company and payment the Agent, effective as of its date, (a) the Assignee shall succeed to the rights and be obligated to perform the obligations of a Lender under the Facilities Papers with a funding share for each Facility in the amount shown for it by such the Assignee's signature block below and shall be considered a Lender for all purposes under the Facilities Papers; (b) the Assignee shall deliver to such transferor Lender of the Assignor, in immediately available funds, an amount equal to the purchase price agreed between such transferor Lender sum of the portions of the Assignor's principal Advances outstanding under each Facility proportionate to the interest in that Facility hereby assigned and such Assignee(c) the Assignor's funding share for each Facility and its share of outstanding Advances under each Facility shall each be reduced by the funding share and share of outstanding Advances, such respectively, acquired by the Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender Assignor shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon under the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Facilities Papers to the Assignee extent that they have been so assigned to and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, accepted by the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesAssignor.

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

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

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

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

Assignments. (i) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights such Lender’s Loan together with all related obligations of such Lender hereunder with the prior written consent (such consent not be unreasonably withheld or delayed) of Borrower Representative; provided that no consent of Borrower Representative shall be required (A) if an Event of Default has occurred and obligations under is continuing, or (B) in connection with an assignment to a Person that is a Lender, Agent or an Affiliate (other than natural persons) of a Lender or Agent or an Approved Fund. Notwithstanding anything in this Agreement Section 11.17 to the contrary, if the consent of the Borrower Representative is otherwise required by this paragraph with respect to any assignment hereunder, and the NotesBorrower Representative has not given the Agent written notice of its objection to such assignment within 5 Business Days after written notice to the Borrower Representative, the Borrower Representative shall be deemed to have consented to such assignment. Except as Agent may otherwise agree, the amount of any such assignment (determined as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the assignor’s entire interests in the outstanding Loan; provided, however, (i) any partial assignment that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above. Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an amount at least equal Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment be paid by the assigning Lender retains a Commitment(unless waived by Agent); provided, or if the Commitments have been terminatedhowever, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment only one processing fee shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth payable in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay simultaneous assignments to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00two or more related Approved Funds. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.Midcap / Transfix / A&R Credit Agreement 100

Assignments. Any Each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and delegate its obligations under this Agreement to any third party; the parties to such assignment shall execute and the Notes; provideddeliver to Collateral Agent, however, for acceptance and recording a Assignment and Acceptance Agreement together with (i) any partial assignment shall be in an amount at least equal a processing and recording fee of $3,500 payable by the assigning Lender to $10,000,000 Collateral Agent and (except ii) each of the Notes originally delivered to the assigning Lender for cancellation. The administrative fee referred to in 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 subsection 9.5(D) below. Upon receipt of all of the foregoing, Collateral Agent shall notify Borrowers of such assignment and Borrowers shall comply with their obligations under the last sentence of subsection 2.1(F). In the case of an assignment made at authorized under this subsection 9.5 and otherwise in accordance with the terms of this Agreement, the assignee shall be considered to be a time at which there exists an Event "Lender" hereunder and Borrowers hereby acknowledge and agree that any assignment will give rise to a direct obligation of Default) after giving effect Borrowers to such assignment the assignee. The assigning Lender retains a shall be relieved of its obligations to make Loans hereunder with respect to the assigned portion of its Commitment. If the Commitment of CapitalSource is less than the lesser (a) $50,000,000 or (b) 35% of the aggregate of all of the Commitments, or if then, Borrowers may prepay the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iiObligations and permanently terminate the Revolving Loan Commitment in its entirety to and in accordance with subsection 2.1(A)(2) the Administrative Agent and (provided that no Event of Default has occurred that and is continuing) continuing (unless such Event of Default is subsequently waived or cured other than by a complete payoff of all Obligations), Collateral Agent will refund to Borrowers the Borrower shall have approved such assignmententire portion of the Additional Commitment Fee, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeextent not previously refunded to Borrowers, such Assignee shall be deemed subject to be a Lender party to this Agreement and shall have all the rights and obligations last sentence of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c2.3(G), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount event Borrowers had previously terminated a portion of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Revolving Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesCommitment.

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

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

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

Assignments. Any Lender (a) Each Purchaser may at any time assign, or grant a security interest or sell a participation interest in, with the prior written consent of the Seller and Administrative Agent at provided that no Termination Event has occurred and is continuing (provided that such consent shall not be required after a Termination Event or in connection with any time assign assignment, grant of a security interest or sale of a participation interest in an Advance or Commitment to one any other Purchaser, any Purchaser Agent, any Purchaser Affiliate, any Liquidity Bank or more Eligible Assignees Affiliate of such 155 Liquidity Bank providing liquidity to a purchaser that is a commercial paper conduit, or any other purchaser that is a commercial paper conduit sponsored by any Purchaser or Purchaser Affiliate), in any Advance or Commitment (each or portion thereof) to any Person (such Person other than any Liquidity Bank, pledgee or Participant (as defined below), an “AssigneeAdditional Purchaser”) all or a portion of its rights and obligations under this Agreement and the Notes); provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except provided that in the case of an assignment made at of a time at which there exists an Event of DefaultVariable Funding Note, the assignee (other than any assignee that is a Liquidity Bank) after giving effect shall execute and deliver to such assignment the assigning Lender retains a CommitmentServicer, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and each Purchaser Agent a Transferee Letter substantially in the form of Exhibit K hereto (provided no Event of Default has occurred that is continuing) the Borrower shall have approved “Transferee Letter”). The parties to any such assignment, which approvals grant or sale of participation interest shall not execute and deliver to the applicable Purchaser Agent, for its acceptance and recording in its books and records, such agreement or document as may be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee satisfactory to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender parties and such Assignee, such Assignee Purchaser Agent. Any assignment of a Variable Funding Note shall be deemed to be a Lender party to amend this Agreement to the extent, and shall have only to the extent, necessary to reflect the addition of such Additional Purchaser and the resulting adjustment of Commitments arising from the purchase by such Additional Purchaser of all or a portion of the rights and obligations of a Lender with a Commitment and/or Loanssuch transferor Purchaser under this Agreement its Variable Funding Note. The Seller shall not assign or delegate, as or grant any interest in, or permit any Lien (other than any Permitted Lien) to exist upon, any of the case may beSeller’s rights, as set forth in such Assignment and Assumption Agreement, and obligations or duties under this Agreement without the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further prior written consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent, each Purchaser Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieseach Hedge Counterparty.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement and (including all or a portion of its Loans at the Notestime owing to it); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning Lender’s Loans at the time owing to it or in the case of an assignment to a time at Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Interim Loan Committed Amount (which there exists an Event for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of Default) after giving effect the date the Assignment and Assumption with respect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and (provided Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred that and is continuing) , the Borrower shall have approved otherwise consents (each such assignment, which approvals shall consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loans assigned; (iii) any assignment must be approved by the Administrative Agent, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each such assignment shall be effected by means of execute and deliver to the Administrative Agent an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500. Upon execution Subject to acceptance and delivery recording thereof by the Administrative Agent pursuant to subsection (c) of such instrument this Section, from and payment by such after the effective date specified in each Assignment and Assumption, the Eligible Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto but shall continue to be entitled to the benefits of Sections 3.9, 3.13, 3.14 and no further consent 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver applicable Note(s) to the assignee Lender. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be required. Upon the consummation treated for purposes of any assignment pursuant to this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount d) of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSection.

Assignments. Any Lender may with The Program Agreements are not assignable by any Seller Party without the prior written consent of the Administrative Agent. Subject to Section 37 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements with Seller’s prior written consent (such approval not to be unreasonably withheld); provided, however, that such consent shall not be required if Administrative Agent or Buyers assigns their rights and obligations (i) any partial assignment shall be in to an amount at least equal to $10,000,000 Affiliate of Administrative Agent or a Buyer, or (ii) after the occurrence and (except in during the case continuance of an assignment made at a time at which there exists an Event of Default) after giving effect to such ; provided, further, that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller Parties, for review by Seller Parties upon written request, a register of assignees and participants (the “Register”), a copy of an executed assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the and acceptance by Administrative Agent and assignee (provided no Event “Assignment and Acceptance”), specifying the percentage or portion of Default has occurred that such rights and obligations assigned and Seller Parties shall only be required to deal directly with Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and Seller, REO Subsidiary, Administrative Agent and Buyers shall treat each Person whose name is continuing) recorded in the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and Buyers, as set forth in applicable or (ii) another Person approved by Seller Parties (such Assignment approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Assumption AgreementBuyers, and the transferor Lender shall as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller Parties shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued Buyers may distribute to any prospective assignee any document or other information delivered to Administrative Agent and/or Buyers by Seller Parties, provided that such prospective assignee has agreed to hold such information subject to and in accordance with confidentiality provisions substantively similar to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached heretoconfidentiality provisions of this Agreement. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such Any assignment in the amount violation of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries22 shall be considered void.