Common use of Assignment and Participations Clause in Contracts

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. Agent and Lenders shall have the right, subject to this Section 7.1 and at their sole cost and expense except as otherwise expressly set forth in Section 5.15 hereof, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations hereunder. No Lender shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to the Loan to any other Person (an “Assignee”) without Agent’s prior consent, (a) Subject to the terms of this other than in compliance with Section 9.1, any Lender may make 7.5 hereof; (b) unless such transaction shall be an assignment to of a Qualified Assignee ofconstant (and not varying), or sell participations in, ratable percentage of such Lender’s interest in the Loan; (c) unless such transaction shall be an assignment of at any time or times, least $5,000,000 of the Loan Documents(or such other amount approved by Agent); and (d) unless, Revolving Loan and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee assignor retains not less than $10,000,000 of the Loan (or such other amount approved by Agent) unless such transaction encompasses all of such Lender’s rights in and to the Loan, in which case such Lender shall have Commitments assigned all of its rights in an amount and to the Loan; provided, however, any Lender shall have the right at least equal any time without the consent of or notice to $5,000,000 Agent, any other Lender or other Person to grant a security interest in all or any portion of such Lender’s interest in the Note or the Loan to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the assignee and on compliance with Section 7.5 hereof, the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations further liability hereunder with respect to its Commitments or assigned portion thereof from and after the date interest of such Lender that was the subject of such transfer and such Assignee shall be a Lender with respect to such interest. Except for a Central Bank Pledge, a Lender making any such assignment shall notify Borrower of same, specifying the Assignee thereof and the amount of the assignment. Each Borrower hereby acknowledges and agrees that Notwithstanding the foregoing, in no event shall any assignment shall give rise or participation of an interest in the Loan be made to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instancesBorrower, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent Guarantor or any Lender assigns of their respective Affiliates. Any assignment, transfer, sale, negotiation, pledge or otherwise transfers hypothecation of all or any part portion of any Lender’s rights in and to the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes Loan in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions contravention of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register 7.1 shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticevoid ab initio.

Assignment and Participations. (a) Subject to the terms of GE Capital may assign its rights and delegate its obligations as a Lender under this Section 9.1Agreement and, any Lender further, may make an assignment to a Qualified Assignee ofassign, or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment all or any portion thereof or interest thereinpart of its Revolving Credit Advances, including any Lender’s rightsits Commitments, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment Letter of Credit Obligations and the Term Loans or any other interest herein or in its Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender Credit Note or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is in its Term Loan Notes to an Affiliate of such Lenderor to any other Person. Unless Agent shall have otherwise agreed in writing, no other Lender shall give notice to assign any of its rights or delegate any of its obligations under this Agreement or any of the other Lenders Loan Documents or assign, or sell any participation in, all or any part of its Revolving Credit Advances, its Commitments, its portion of the Letter of Credit Obligations or Term Loans or any intent other interest herein or in its Revolving Credit Note or in its Term Loan Notes to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan any Affiliate or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisother Person. In the case of an assignment by a Lender GE Capital under this Section 9.1, (or in the event, if any, that Agent shall so agree in writing, an assignment by another Lender), the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments Commitment or portion of the Term Loans or assigned portion thereof from and after thereof. After the date consummation of such assignmentany assignment hereunder, Agent shall notify Borrower of the same within a reasonable period of time. Each Borrower hereby acknowledges and agrees that any assignment shall will give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make Revolving Credit Advances, fund the Revolving Loan Term Loans or incur Letter of Credit Obligations hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share Share. GE Capital may (or, in the event, if any, that Agent shall so agree in writing, another Lender may) sell participations in all or any part of any Revolving Credit Advances made, any funding of the applicable Commitment. In the event Agent Term Loans made, or any Letter of Credit Obligations incurred, by it as a Lender assigns to an Affiliate or any other Person; provided that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Revolving Credit Advances or portion of the Term Loans in which such holder participates, (b) any extension of the final scheduled maturity date of the principal amount of the Revolving Credit Advances or portion of the Term Loans in which such holder participates, and (c) any release of any Collateral with a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant and the participant shall for purposes of Sections 1.16, 1.17 and 9.3 be considered to be a "Lender". Unless Agent shall have otherwise transfers agreed in writing, no Lender, other than GE Capital, shall sell any participation in all or any part of any Revolving Credit Advances made, any funding of the Term Loans made, or any Letter of Credit Obligations incurred, by it to any Affiliate or other Person. Except as otherwise provided in this Section 9.1, no Lender shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Revolving Credit Advances, the Revolving Credit Notes, the Term Loans, the Term Loan Notes, the Letter of Credit Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or other Obligations owed to such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of Any Lender permitted to sell assignments and participations under this Section 9.1(a), 9.1 may furnish any Lender may at any time pledge information concerning Borrower and its Subsidiaries in the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender possession of that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time to assignees and participants (the “Register”including prospective assignees and participants). The entries Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including the Register execution and delivery of any and all agreements, notes and other documents and instruments as shall be conclusive requested and binding for all purposes, absent manifest errorthe preparation of informational materials for, and the Borrowersparticipation of relevant management in meetings with, potential assignees or participants; provided, that, aside from nominal expenses, Borrower shall not be responsible for the Agent due diligence expenses or attorney's fees or expenses of any such prospective assignee or participant, except as otherwise required herein and, without limiting the foregoing, in Section 1.19(b) hereof. Borrower shall certify the correctness, completeness and the Lenders shall treat each Person whose name is recorded accuracy of all descriptions of Borrower and its affairs contained in the Register as a Lender hereunder for any selling materials and all purposes of this Agreement. The Register shall be available for inspection information provided by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeincluded in such materials.

Assignment and Participations. (a) Subject to the terms of this Section 9.110.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Transaction Documents, Revolving Loan its Pro Rata Share of the Net Investment and any Commitment Lender Facility Limit or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a10.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, by the Administrative Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and the Administrative Agent that it is purchasing the applicable Revolving Loan Net Investment to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; thereon (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments a Lender Facility Limit in an amount at least equal to $5,000,000 2,500,000 and the assigning Lender shall have retained Commitments a Lender Facility Limit in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, 2,500,000; and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to the Administrative Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis25,000. In the case of an assignment by a Lender under this Section 9.110.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments Lender Facility Limit or assigned portion thereof from and after the date of such assignment. Each The Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers the Borrower to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice."

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 2,500,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments2,500,000; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis3,500. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, ; and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as 3,500, except no Event of Default has occurred and assignment fee is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is payable for assignments to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section SECTION 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) "ASSIGNMENT AGREEMENT" substantially in the form attached hereto as Exhibit EXHIBIT 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (viv) so long as no Event of Default has shall have occurred and is or be continuing, require the consent of Borrower Representative, (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis). In the case of an assignment by a Lender under this Section SECTION 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section SECTION 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, PROVIDED that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) 5,000,000 or shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning no longer be a Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect delayed; provided that no such consent shall be required for an assignment to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee or any other Person of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect delayed; provided that no such consent by the Borrower Representative shall be required for an assignment to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve BankBank or a Person which otherwise then qualifies as a Qualified Assignee in respect of a warehousing, “repo” or similar arrangement, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank or such other Person shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving Term Loan and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified AssigneeLender or an Affiliate of a Lender) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Term Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; and (viiv) so long as no Event of Default has occurred and is continuing, (A) not require Borrower to pay any additional fees or expenses (other than those generally payable to Lenders hereunder) and (B) require the consent of Borrower RepresentativeBorrower, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assigneedelayed; provided, and (vii) unless that no such consent shall be required for an assignment by a Lender to any other Lender, any Affiliate of any Lender or any investment fund that invests in commercial loans and that is to managed by a Lender or an Affiliate of such a Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment". In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Term Notes in exchange for the Term Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Loans and any Revolving Loan and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Revolving Loan Commitments in an amount at least equal to $5,000,000 2,500,000 and the assigning Lender shall have retained Revolving Loan Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments2,500,000; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; (vi) so long as provided that no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which such consent shall not be unreasonably withheld or delayed with respect required for an assignment to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Loan Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower Xxxxxxxx hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Revolving Loan Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such LenderXxxxxx’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject The Borrower consents to the terms of this Section 9.1, any Lender may make an Lender's assignment to a Qualified Assignee of, or sell and/or sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or of any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by a Lender shall: shall (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assigneedelayed) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto J and otherwise in form and substance reasonably satisfactory to, and acknowledged by, AgentAgent (an "Assignment Agreement"); (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) if a partial assignment, be in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, ; and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis3,500. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall will give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". Agent shall deliver a copy of each executed Assignment Agreement to Borrower. In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligationsa Note, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, Notes being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and or assign all or any portion of such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, however, that no such pledge to a Federal Reserve Bank or assignment shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject Borrower consents to the terms of this Section 9.1, any Lender may make an Lender's assignment to a Qualified Assignee of, or sell and/or sale of participations in, at any time or times, the Loan Transaction Documents, Revolving Loan Loans, and any Commitment or of any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not, including, without limitation, any assignment pursuant to the terms and conditions of the Intercreditor Agreement. Any assignment by a Lender shall: shall (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assigneedelayed) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a) attached hereto M and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) if a partial assignment, be in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; (viv) so long be conditioned upon such Lender executing as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice written joinder to the other Lenders of any intent Intercreditor Agreement, in form and substance satisfactory to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender the Agent and assignee Lender. If more than one Lender wishes to purchase GECC as agent under the Revolving GECC Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisAgreement. In the case of an assignment by a Lender under this Section 9.110.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall will give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”. ." In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable 's Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment assignments to a Qualified Assignee Person (other than a natural Person or to any Credit Party or an Affiliate thereof) of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender (a “Sale”) shall be for a fixed and not a varying percentage of the assigning Lender’s respective Loans, Commitments and Letter of Credit Obligations (but do not have to be ratable between the Revolving Loans and Term Loans) and shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assigneedelayed) and if (A) in the execution case of an assignment agreement of any unfunded Commitment, such assignment is to any Person that is not a Lender with an existing Commitment in respect of the same facility as the assigned Commitment, an Affiliate of such assigning Lender or an investment fund managed by the same investment advisor as the assigning Lender, or (an “Assignment Agreement”B) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory tocase of an assignment of any Loan, and acknowledged by, Agentsuch assignment is not a Lender Group Assignment; (ii) be conditioned on such assignee except with respect to any Lender representing to Group Assignment or as approved in writing by the assigning Lender Agent and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own accountBorrower, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Loans and Commitments in an amount at least equal to $5,000,000 1,000,000 and the assigning Lender shall have retained Loans and Commitments in an amount at least equal to $5,000,000, except that 1,000,000 (unless all of the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Loans and Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s CommitmentsLender have been assigned); (iviii) with respect to any assignment require the consent of the Revolving Loan Commitment Borrower (which consent shall not be unreasonably withheld or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; delayed) if (vA) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, and (B) such assignment is not a Lender Group Assignment; and (iv) if such assignment is an assignment of Revolving Loans or a Revolving Loan Commitment, require the consent of Borrower Representative, the Swingline Lender and L/C Issuer (which consent shall not be unreasonably withheld or delayed delayed). The parties to each Sale (other than those described in clause (g) or (h) below) shall execute and deliver to Agent an Assignment via an electronic settlement system designated by Agent (or, if previously agreed with respect Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any tax forms required to be delivered pursuant to Section 1.9 and payment of an assignment fee in the amount of $3,500, provided that (1) if a Qualified AssigneeSale is a Lender Group Assignment under clause (ii) or (iii) of the definition thereof then no assignment fee shall be due in connection with such Sale, and (vii2) unless if a Sale by a Lender is not a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, and concurrently such Lender makes a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, then only one assignment fee of $3,500 shall be due in connection with such Sale; provided further that if a Sale is an assignment whereby GE Capital is either an assignee or assignor thereunder, then, so long as GE Capital is a Co-Administrative Agent hereunder, no such assignment fee shall be due and owing in connection with such assignment. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is not a Lender Group Assignment, upon Agent (and Borrower, if applicable) consenting to such Assignment (if required), from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the information contained in such Assignment. Subject to the recording of an Affiliate Assignment by Agent in the Register pursuant to Section 1.7(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of such a Lender, Lender (ii) any applicable Note shall give notice be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other Lenders of any intent than those relating to assign. Such Lenders shall be permitted events or circumstances occurring prior to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender(and, such assignments to Lenders will be allocated on a pro-rata basis. In in the case of an assignment by a Lender under this Section 9.1, Assignment covering all or the assignee shall have, to the extent remaining portion of such assignment, the same rights, benefits an assigning Lender’s rights and obligations as all other Lenders hereunder. The assigning under the Loan Documents, such Lender shall cease to be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignmenta party hereto). Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “Lender”. .” In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. Lender may on or after the Effective Date sell and assign all or any portion of the Loan, to or with one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms and conditions satisfactory to Lender in its sole and absolute discretion ("Assignees"), and/or pledge, hypothecate or encumber all or any portion of the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion, and/or sell one or more participation interests in the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion ("Participants"). Borrower and all other Persons associated or connected with the Loan or the Premises shall cooperate in all reasonable respects with Lender in connection with the sale of participation interests in, or the pledge, hypothecation or encumbrance or sale of all or any portion of, the Loan, and shall, in connection therewith, execute and deliver such estoppels, certificates, instruments and documents as may be reasonably requested by Lender. Borrower grants to Lender the right to distribute financial and other information concerning Borrower, any other Significant Party, the Premises, the other Collateral and all other pertinent information with respect to the Loan to any Person who has purchased a participation interest in the Loan, or who has purchased the Loan, or who has made a loan to Lender secured by the Loan or who has expressed an interest in purchasing a participation interest in the Loan, or expressed an interest in purchasing the Loan or the making of a loan to Lender secured by the Loan. If requested by Lender, Borrower shall execute and deliver, and shall cause each other Person associated or connected with the Loan or the Premises or the other Collateral to execute and deliver, at no cost or expense to Borrower, such documents and instruments as may be necessary to split the Loan into two or more loans evidenced by separate sets of notes and secured by separate sets of other related Loan Documents to the full extent required by Lender to facilitate the sale of participation interests in the Loan or the sale of the Loan or the making of a loan to Lender secured by the Loan, it being agreed that (a) Subject to the terms any such splitting of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving will not adversely affect or diminish the rights of Borrower as presently set forth herein and in the other Loan Documents and any Commitment will not increase the respective obligations and liabilities of Borrower or any portion thereof other Person associated or connected with the Loan or the Collateral, (b) the Loan Documents securing the Loan as so split will have such priority of lien as may be specified by Lender and (c) the retained interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a of Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto Loan as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notessplit, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive allocated to or among one or more of such separate loans in a manner specified by Lender in its sole and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeabsolute discretion.

Assignment and Participations. (a1) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell a sale of participations in, at any time or times, the Loan Documents, Revolving Loan and any its Loans or Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agentto Requisite Lenders); (ii) be conditioned on such assignee Lender representing to the assigning Lender and Administrative Agent that it is purchasing the applicable Revolving Loan Obligations to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 US$1,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s CommitmentsUS$1,000,000; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Administrative Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, Cdn$1,000 and (viiv) unless such an assignment is include reasonable prior notice to an Affiliate Borrower of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisassignment. In the case of an assignment by a Lender under this Section 9.1, the assignee Lender shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee Lender and that the assignee Lender shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Advances hereunder shall be several and not joint and and, in the case of Revolving Credit Advances, shall be limited to such Lender’s 's Pro Rata Share of Revolving Loan Commitment No. 1, Revolving Loan Commitment No. 2, Revolving Loan Commitment No. 3 or Revolving Loan Commitment No. 4, as the applicable Commitmentcase may be. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any in accordance with this Section 9.1, such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeBorrower.

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment to a Qualified Assignee of, or sell sale of participations in, at any time or times, the Loan Documents, Loans, Letter of Credit Obligations and any Revolving Loan and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) ” substantially in the form attached hereto as Exhibit 9.1(a) attached hereto 8.1 and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent); (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,0005,000,000 unless such partial assignment, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to together with any assigning Lender having Commitments of less than $10,000,000, so long as additional substantially contemporaneous assignments by such assigning Lender, results, in connection with such assignmentthe aggregate, shall have assigned all, and not less than all, in an assignment of the total Commitment of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include require a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower RepresentativeBorrower, which consent shall not be unreasonably withheld or delayed with respect and shall be deemed granted if not objected to within three (3) Business Days following notice thereof to Borrower; provided that no such consent of the Borrower shall be required for an assignment to a Lender meeting the requirements of clause (a) of the definition of Qualified Assignee. Notwithstanding the above, Agent may in its sole and absolute discretion permit any assignment by a Lender to a Person or Persons that are not Qualified Assignees (vii) unless such an assignment is subject to an Affiliate of such Lender, Lender shall give notice Borrower’s consent to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisextent required above). In the case of an assignment by a Lender under this Section 9.18.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Loan Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “Lender”. .” In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Revolving Loan Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a8.1(a), (a) any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and (b) any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no advisor or pledge such pledge Obligations and rights to a Federal Reserve Bank shall release trustee for the benefit of its investors or holders of obligations of such Lender from and (c) any Lender may assign the Obligations to an Affiliate of such Lender’s obligations hereunder Lender or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name that is recorded in the Register as a Lender hereunder for all purposes prior to the date of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticesuch assignment.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a) attached hereto to the Disclosure Document and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section clause 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s 's Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s 's interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect delayed; provided that no such consent shall be required for an assignment to a Qualified Assignee, Assignee and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment assignments to a Qualified Assignee Person (other than a natural Person) of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall(a “Sale”) shall be for a fixed and not a varying percentage of the assigning Lender’s respective Loans, Commitments and Letter of Credit Obligations (but do not have to be ratable between the Revolving Loans and Term Loans) and: (i) shall require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assigneedelayed) and if (A) in the execution case of an assignment agreement of any Revolving Loan, Revolving Loan Commitment or unfunded Term Loan Commitment, such assignment is to any Person that is not a Lender with an existing Commitment in respect of the same facility as the assigned Loans or Commitment, an Affiliate of such assigning Lender or an investment fund managed by the same investment advisor as the assigning Lender, or (an “Assignment Agreement”B) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory tocase of an assignment of any Loan, and acknowledged by, Agentsuch assignment is not a Lender Group Assignment; (ii) be conditioned on such assignee except with respect to any Lender representing to Group Assignment or as approved in writing by the assigning Lender Agent and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own accountBorrower, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Loans and Commitments in an amount at least equal to $5,000,000 1,000,000 and the assigning Lender shall have retained Loans and Commitments in an amount at least equal to $5,000,000, except that 1,000,000 (unless all of the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Loans and Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s CommitmentsLender have been assigned); (iviii) with respect to any assignment shall require the consent of the Revolving Loan Commitment Borrower (which consent shall not be unreasonably withheld or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; delayed) if (vA) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, and (B) such assignment is not a Lender Group Assignment; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Agent within ten (10) Business Days after having received notice thereof; (iv) if such assignment is an assignment of Revolving Loans or a Revolving Loan Commitment, shall require the consent of Borrower Representative, the Swing Line Lender and L/C Issuer (which consent shall not be unreasonably withheld or delayed with respect delayed), (v) if such assignment is an assignment of a Revolving Loan or a Commitment, such assignment shall not be to any Credit Party or Affiliate thereof and (vi) if such assignment is an assignment of a Term Loan to a Qualified AssigneeCredit Party or Affiliate thereof, such assignment shall be subject to the additional conditions set forth in Section 8.1(i). The parties to each Sale (other than those described in clause (g) or (h) below) shall execute and deliver to Agent an Assignment via an electronic settlement system designated by Agent (or, if previously agreed with Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any tax forms required to be delivered pursuant to Section 1.9 and payment of an assignment fee in the amount of $3,500 (which assignment fee may be waived by Agent in its sole discretion), provided that (1) if a Sale is a Lender Group Assignment under clause (ii) or (iii) of the definition thereof then no assignment fee shall be due in connection with such Sale, and (vii2) unless if a Sale by a Lender is not a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, and concurrently such Lender makes a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, then only one assignment fee of $3,500 shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is not a Lender Group Assignment, upon Agent (and Borrower, if applicable) consenting to such Assignment (if required), from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the information contained in such Assignment. Subject to the recording of an assignment is Assignment by Agent in the Register pursuant to an Affiliate Section 1.7(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of such a Lender, Lender (ii) any applicable Note shall give notice be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other Lenders of any intent than those relating to assign. Such Lenders shall be permitted events or circumstances occurring prior to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender(and, such assignments to Lenders will be allocated on a pro-rata basis. In in the case of an assignment by a Lender under this Section 9.1, Assignment covering all or the assignee shall have, to the extent remaining portion of such assignment, the same rights, benefits an assigning Lender’s rights and obligations as all other Lenders hereunder. The assigning under the Loan Documents, such Lender shall cease to be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignmenta party hereto). Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “Lender”. .” In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment to a Qualified Assignee of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving the Term Loan and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified AssigneeA) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a8.1) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, (B) notice of such assignment to Agent; (ii) be conditioned on such assignee Lender representing except with respect to assignments to a fund managed by the same Person managing the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own accountLender, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments hold a portion of the Term Loan in an amount at least equal to $5,000,000 1,000,000 and the assigning Lender shall have retained Commitments a portion of the Term Loan in an amount at least equal to $5,000,000, 1,000,000; and (iii) except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment assignments by a Lender to another Lender, an Affiliate of such Lender or a fund managed by the Revolving Loan Commitment or same Person managing such Lender, and except with respect to assignments made within thirty (30) days after the Revolving LoanClosing Date, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include require a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis3,500. In the case of an assignment by a Lender under this Section 9.18.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or the assigned portion thereof from and after the date of such assignment. Each Borrower Borrowers hereby acknowledges acknowledge and agrees agree that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “"Lender”. ." In all instances, each Lender’s 's liability to make a portion of the Revolving Term Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable 's Term Loan Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Term Notes in exchange for the NotesTerm Note, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a8.1(a), (a) any Lender may at any time without obtaining the consent of Agent or any Borrower pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents Documents, including to a Federal Reserve Bank, and provided, that no such pledge shall release a Lender from its obligations hereunder, (b) any Lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no advisor or pledge such pledge Obligations and rights to trustee for the benefit of its investors and (c) any Lender may assign the Obligations to an Affiliate of such Lender or to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name that is recorded in the Register as a Lender hereunder for all purposes prior to the date of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticesuch assignment.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may upon notice to Borrowers make an assignment to a Qualified Assignee of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect be in a minimum aggregate amount equal to any such partial assignmentUS$1,000,000 or, if less, the assignee Lender shall have Commitments in an entire commitment or the principal amount at least equal to $5,000,000 and of the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitmentsloan being assigned; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee US$3,500. Agent’s refusal to accept an assignment to a Person that would be a Non-Funding Lender or assignor Lender; (vi) so long as no Event an Impacted Lender or a holder of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld Second Lien Debt or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lendera holder, Lender shall give notice to or the other Lenders imposition of any intent to assign. Such Lenders shall be permitted to purchase such assignment conditions or limitations (including limitations on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such voting) upon assignments to Lenders will such Persons, shall not be allocated on a pro-rata basisdeemed to be unreasonable. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder; provided that, so long as no Event of Default has occurred and is continuing, in the case of an assignment by a US Revolving Lender, if such assignee is a non-resident of the United States for purposes of the Revenue Code in respect of any payment that may be made by any US Borrower, such assignee shall not be entitled to any gross-up payment or indemnification pursuant to Section 1.14 from such US Borrower on account of any withholding taxes eligible on such payment. So long as no Event of Default has occurred and is continuing, without the Borrowers’ consent (acting reasonably), no Lender may assign its Commitment to any person in the business of owning or operating ships transporting bulk cargo on the Great Lakes or any subsidiary of such a person. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers such Borrower to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers the applicable Borrower and Borrowers such Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower RepresentativeBorrowers, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisdelayed. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any permitted assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the ObligationsObligations in accordance herewith, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the written request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, Borrowers (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, it being understood that Borrowers shall not be unreasonable in withholding their consent based on the negative reputation of a potential Qualified Assignee or as a result of a potential Qualified Assignee being a lead agent or arranger for a financing of a competitor of Borrowers in the hospice services business that is of comparable size to Borrowers). Borrowers agree that upon request of Agent they shall provide a list of potential Qualified Assignees for which they intend to withhold their consent and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisreasons therefor. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any permitted assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the ObligationsObligations in accordance herewith, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the written request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment assignments to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender (a “Sale”) shall be for a fixed and not a varying percentage of the assigning Lender’s respective Loans, Commitments and Letter of Credit Obligations (but do not have to be ratable between the Revolving Loans and Term Loans) and shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) Assignee and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agentshall not be required for a Lender Group Assignment); (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) except with respect to any Lender Group Assignment, after giving effect to any such partial assignment, the assignee Lender shall have Loans and Commitments in an amount at least equal to $5,000,000 1,000,000 and the assigning Lender shall have retained Loans and Commitments in an amount at least equal to $5,000,000, except that 1,000,000 (unless all of the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Loans and Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s CommitmentsLender have been assigned); and (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower RepresentativeBorrower, which consent shall not be unreasonably withheld or delayed with respect to a Qualified AssigneeAssignee and shall not be required for any Lender Group Assignment. Notwithstanding the above, with the consent of Borrower, which shall not be unreasonably withheld or delayed and shall not be required during the continuance of an Event of Default, Agent may in its sole and absolute discretion permit any assignment by a Lender to a Person or Persons that are not Qualified Assignees. The parties to each Sale (other than those described in clause (g) or (h) below) shall execute and deliver to Agent an Assignment via an electronic settlement system designated by Agent (or, if previously agreed with Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any tax forms required to be delivered pursuant to Section 1.9 and payment of an assignment fee in the amount of $3,500, provided that (1) if a Sale is a Lender Group Assignment under clause (ii) or (iii) of the definition thereof then no assignment fee shall be due in connection with such Sale, and (vii2) unless if a Sale by a Lender is not a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, and concurrently such Lender makes a Lender Group Assignment under Clause (ii) or (iii) of the definition thereof, then only one assignment fee of $3,500 shall be due in connection with such Sale. Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is not a Lender Group Assignment, upon Agent (and Borrower, if applicable) consenting to such Assignment (if required), from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the information contained in such Assignment. Subject to the recording of an assignment is Assignment by Agent in the Register pursuant to an Affiliate Section 1.7(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of such a Lender, Lender (ii) any applicable Note shall give notice be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other Lenders of any intent than those relating to assign. Such Lenders shall be permitted events or circumstances occurring prior to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender(and, such assignments to Lenders will be allocated on a pro-rata basis. In in the case of an assignment by a Lender under this Section 9.1, Assignment covering all or the assignee shall have, to the extent remaining portion of such assignment, the same rights, benefits an assigning Lender’s rights and obligations as all other Lenders hereunder. The assigning under the Loan Documents, such Lender shall cease to be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignmenta party hereto). Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “Lender”. .” In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject The Credit Parties signatory hereto consent to any Lender's assignment to, in the terms case of this Section 9.1Tranche A Revolving Loans, an Eligible Assignee, and in the case of Tranche B Revolving Loans, any Lender may make an assignment to a Qualified Assignee Person, of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or of any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by a Lender shall: shall (i) with respect to Tranche A Revolving Lenders only, require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified an Eligible Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) with respect to Tranche A Revolving Lenders only, require the consent of Borrower which consent shall not be unreasonably withheld or delayed with respect to an Eligible Assignee; provided that no such consent shall be required so long as any Event of Default has occurred and is continuing; (iii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iiiiv) if a partial assignment, be in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (vi) so long as no Event in the case of Default has occurred and is continuingTranche A Revolving Loans, require the consent of Borrower Representative, which consent shall not only be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisEligible Assignee. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment but shall remain liable for matters which arose prior to the effective date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall will give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, however, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”") substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower RepresentativeBorrower, which consent shall not be unreasonably withheld or delayed with respect delayed; provided that no such consent shall be required for an assignment to a Qualified Assignee, ; and (vii) unless such provided further that an assignment is to an Affiliate of such Lender, Lender shall give notice to will not be effective until recorded by Agent in the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisAccount. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”. ." In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), (i) any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, ; provided that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender's obligations hereunder or under any other Loan Document and (ii) any Lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, provided that no such pledge to a Federal Reserve Bank shall release such Lender from shall notify Agent of any such Lender’s obligations hereunder or under any other assignment for purposes of maintaining the Loan Document. The Agent shall maintain at its address referred Account in accordance with Section 1.12 hereof, such assignment to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of become effective upon the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries such assignment in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeLoan Account.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Each Lender may make an assignment sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: Loans) to (i) require the consent any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of Agent any existing Lender or (iii) any other Person acceptable (which consent acceptance shall not be unreasonably withheld or delayed with respect to a Qualified Assigneedelayed) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it and, as long as no Event of Default is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignmentcontinuing, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000Borrower Representative; provided, except however, that the limitations contained in this Section 9.1(a)(iii(w) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any no assignment of the Revolving Loan Commitment to an Affiliate or Approved Fund of any Lender shall be permitted without the Revolving Loan, be for a ratable portion prior written consent of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; Agent (v) include a payment such consent not to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed delayed), (x) such assignments do not have to be ratable between the Commitments but must be ratable among the obligations owing to and owed by such Lender with respect to a Qualified AssigneeCommitment, (y) for each Commitment, the aggregate outstanding principal amount (determined as of the effective date of the applicable assignment) of the Loans and Commitments subject to any such assignment shall be an integral multiple of $1,000,000, unless such assignment is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such Commitment or is made with the prior consent of the Borrower Representative and the Agent, and (viiz) unless such an assignment is no sale, assignment, or transfer shall be made to an any holders of Capital Stock of any Credit Party or to any Affiliate of any Credit Party or to any holders of Subordinated Debt or any Affiliates of such Lender, Lender shall give notice holders of Subordinated Debt. Notwithstanding anything to the other Lenders contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any consent of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time other party, to sell or assign to third parties such portion of its Commitments and from time Loans hereunder as GE Capital deems necessary to time upon reasonable prior noticeenable GE Capital and its Affiliates to ensure that it and they have no attributable interest in Borrowers for purposes of the Communications Laws or to otherwise comply with the Communications Laws.

Assignment and Participations. (a) Subject The Credit Parties signatory hereto consent to any Lender's assignment to, in the terms case of this Section 9.1Tranche A Revolving Loans, an Eligible Assignee, and in the case of Tranche B Revolving Loans, any Lender may make an assignment to a Qualified Assignee Person, of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or of any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by a Lender shall: shall (i) with respect to Tranche A Revolving Lenders only, require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified an Eligible Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) with respect to Tranche A Revolving Lenders only, require the consent of Borrower which consent shall not be unreasonably withheld or delayed with respect to an Eligible Assignee; provided that no such consent shall be required so long as any Event of Default has occurred and is continuing; (iii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iiiiv) if a partial assignment, be in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (vi) so long as no Event in the case of Default has occurred and is continuingTranche A Revolving Loans, require only be to an Eligible Assignee. Notwithstanding anything to the contrary herein, if any of the events described in Sections 8.1(h) or 8.1(i) shall have occurred, the Tranche A Revolving Lenders may assign the Tranche A Revolving Loans to any Person (including Persons who are not Eligible Assignees) without the consent of Borrower Representativesubject to compliance with the remaining conditions set forth in Section 9.1(a)(i), which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee(iii), (iv) and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In v).In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment but shall remain liable for matters which arose prior to the effective date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall will give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, however, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Loans and any Revolving Loan and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Revolving Loan Commitments in an amount at least equal to $5,000,000 2,500,000 and the assigning Lender shall have retained Revolving Loan Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments2,500,000; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; (vi) so long as provided that no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which such consent shall not be unreasonably withheld or delayed with respect required for an assignment to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Loan Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Revolving Loan Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. Lender may on or after the Effective Date sell and assign all or any portion of the Loan, to or with one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms and conditions satisfactory to Lender in its sole and absolute discretion ("Assignees"), and/or pledge, hypothecate or encumber all or any portion of the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion, and/or sell one or more participation interests in the Loan to one or more Persons as may be selected by Lender in its sole and absolute discretion and on terms satisfactory to Lender in its sole and absolute discretion ("Participants"). Borrower and all other Persons associated or connected with the Loan, the Collateral or any Property shall cooperate in all reasonable respects with Lender in connection with the sale of participation interests in, or the pledge, hypothecation or encumbrance or sale of all or any portion of, the Loan, and shall, in connection therewith, execute and deliver such estoppels, certificates, instruments and documents as may be reasonably requested by Lender. Borrower grants to Lender the right to distribute financial and other information concerning Borrower, any other Significant Party, the Borrower Affiliates, the Properties, the Collateral and all other pertinent information with respect to the Loan to any Person who has purchased a participation interest in the Loan, or who has purchased the Loan, or who has made a loan to Lender secured by the Loan or who has expressed an interest in purchasing a participation interest in the Loan, or expressed an interest in purchasing the Loan or the making of a loan to Lender secured by the Loan. If requested by Lender, Borrower shall execute and deliver, and shall cause each other Person associated or connected with the Loan, the Collateral or any Property to execute and deliver, at no cost or expense to Borrower, such documents and instruments as may be necessary to split the Loan into two or more loans evidenced by separate sets of notes and secured by separate sets of other related Loan Documents to the full extent required by Lender to facilitate the sale of participation interests in the Loan or the sale of the Loan or the making of a loan to Lender secured by the Loan, it being agreed that (a) Subject to the terms any such splitting of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving will not adversely affect or diminish the rights of Borrower as presently set forth herein and in the other Loan Documents and any Commitment will not increase the respective obligations and liabilities of Borrower or any portion thereof other Person associated or connected with the Loan or the Collateral, (b) the Loan Documents securing the Loan as so split will have such priority of lien as may be specified by Lender and (c) the retained interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a of Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto Loan as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notessplit, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive allocated to or among one or more of such separate loans in a manner specified by Lender in its sole and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeabsolute discretion.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representativethe Borrower, which consent shall not be unreasonably withheld or delayed with respect delayed; provided, that no consent of Borrower shall be required for an assignment to a Person described in clause (a) of the definition of Qualified Assignee, and (vii) unless such an assignment is . If Borrower declines to consent to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor assignee Lender and such nonconsent is reasonable, Borrower shall have the right to procure a replacement Lender for such proposed assignee Lender within sixty (60) days after Agent's notice of the proposed assignment, which replacement Lender may be approved or rejected by Agent or any Lender. If more than one such replacement Lender wishes to purchase the Revolving Loan is rejected by Agent or Commitments from the assigning any Lender, Borrower shall accept the original assignee Lender or propose an alternative replacement Lender within 60 days thereafter, which alternative replacement Lender may be approved or rejected by Agent or any Lender. If such assignments to Lenders will be allocated on alternative replacement Lender is rejected by Agent or any Lender, Agent, in its sole discretion, shall procure a pro-rata basisreplacement Lender. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender lender that is an investment fund may assign the Obligations held by it and such Lender’s 's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s 's obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee an assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan the Loans, the Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans or interests therein to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect delayed; provided that no such consent shall be required for an assignment to a Qualified Assignee, and (vii) unless such . Agent’s refusal to consent to an assignment by a Non-Funding Lender who is a Non-Funding Lender due to clause (a) of the definition of Non-Funding Lender (unless in connection with such assignment, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in Section 9.9(d)(v)) shall not be deemed to be unreasonable. Agent’s refusal to consent to an Affiliate of such assignment by any Lender to any Person that would be a Non-Funding Lender or an Impacted Lender, Lender shall give notice to or the other Lenders imposition of any intent to assign. Such Lenders shall be permitted to purchase such assignment conditions or limitations (including limitations on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such voting) upon assignments to Lenders will such Persons, shall not be allocated on a pro-rata basisdeemed to be unreasonable. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan Loans or purchase participation interests therein hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of its interest in the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge its interest in the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign its interest in the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of this Section 9.1, any Lender may make an as assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, ; and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment by the assigning Lender to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis3,500. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”. ." In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.the

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment to a Qualified Assignee of, or sell sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld withheld, conditioned or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) ” substantially in the EXECUTION COPY form attached hereto as Exhibit 9.1(a) attached hereto 8.1 and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent); (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 2,500,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments2,500,000; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include require a payment to Agent of an assignment fee of $US$3,500 by either assignee Lender or assignor Lender; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower RepresentativeBorrower, which shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if not objected to within three (3) Business Days following notice thereof to Borrower; provided that no such consent shall be required for an assignment to a Qualified Assignee. Notwithstanding the above, Agent may in its sole and absolute discretion permit any assignment by a Lender to a Person or Persons that are not Qualified Assignees; provided, that so long as no Event of Default has occurred and is continuing, such assignment shall also require Borrower’s consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisdelayed. In the case of an assignment by a Lender under this Section 9.18.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. So long as no Event of Default has occurred and is continuing, each Qualified Assignee or other assignee shall comply with the representations and warranties in Section 1.12(c), as a Lender. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “Lender”. .” In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a8.1(a), any Lender may at any time pledge but subject to compliance with the Obligations held by it representations and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bankwarranties in Section 1.12(c), and (a) any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no advisor or pledge such pledge Obligations and rights to trustee for the benefit of its investors and (b) any Lender may assign the Obligations to an Affiliate of such Lender or to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name that is recorded in the Register as a Lender hereunder for all purposes prior to the date of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticesuch assignment.

Assignment and Participations. (a) Assignment to Qualified Assignee. Subject to the terms of this Section 9.112.21 (Assignment and Participations), any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment of the Loans, the Commitments or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance content reasonably satisfactory to, and acknowledged by, AgentLender; and (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.112.21(a) (Assignment to Qualified Assignee), the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders Lender hereunder. The assigning original Lender shall be relieved of its obligations hereunder with respect to its Commitments the Commitment or assigned portion thereof from and after the date of such assignment. Each Borrower Borrowers and Credit Parties and Guarantors hereby acknowledges acknowledge and agrees agree that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. .” In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers Credit Parties and Guarantors shall, upon the request of Agent or such Lender, execute one or more new Notes notes in exchange for any of the NotesNotes (upon the same terms), if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a12.21(a) (Assignment to Qualified Assignee), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticefinancial institution.

Assignment and Participations. (a) Subject to the terms of this Section 9.18.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment and Acceptance Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto B and otherwise in form and substance reasonably satisfactory to, and acknowledged by, the Administrative Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and the Administrative Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 2,000,000 in the case of Revolving Credit Commitments and, with respect to Term Loans, $1,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,0002,000,000 in the case of Revolving Credit Commitments and, except that the limitations contained in this Section 9.1(a)(iii) shall not apply with respect to any assigning Lender having Commitments of less than Term Loans, $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments1,000,000; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to the Administrative Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender3,500; and (viv) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisdelayed. In the case of an assignment by a Lender under this Section 9.18.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of the Borrowers to the assignee and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share Applicable Percentage of the applicable Commitment. In the event the Administrative Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, the Administrative Agent or any such Lender shall so notify Borrowers the Borrower Representative and the Borrowers shall, upon the request of the Administrative Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a8.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. (a) Subject to the terms of GE Capital may assign its rights and delegate its obligations as a Lender under this Section 9.1Agreement and, any Lender further, may make an assignment to a Qualified Assignee ofassign, or sell participations in, at any time or times, the Loan Documents, Revolving Loan and any Commitment all or any portion thereof part of its Revolving Credit Advances, its Letter of Credit Obligations, its Commitments or any other interest therein, including any Lender’s rights, title, interests, remedies, powers herein or duties thereunder. Any assignment by a Lender shall: (i) require the consent of Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee) and the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable its Amended Revolving Loan to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is Credit Note to an Affiliate of such Lenderor to any another Person. Unless Agent shall have otherwise agreed in writing, no other Lender shall give notice to assign any of its rights or delegate any of its obligations under this Agreement or any of the other Lenders Loan Documents or assign, or sell any participation in, all or any part of its Revolving Credit Advances, its Letter of Credit Obligations, its Commitments or any intent other interest herein or in its Amended Revolving Credit Note to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan any Affiliate or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basisother Person. In the case of an assignment by a Lender GE Capital under this Section 9.1, (or in the event, if any, that Agent shall so agree in writing, an assignment by another Lender), the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments Commitment or assigned portion thereof from and after the date of such assignmentthereof. Each Borrower hereby acknowledges and agrees that any assignment shall will give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”. ." In all instances, each Lender’s 's liability to make the Revolving Loan Credit Advances or incur Letter of Credit Obligations hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share Share. GE Capital may (or, in the event, if any, that Agent shall so agree in writing, another Lender may) sell participations in all or any part of any Revolving Credit Advances made, or any Letter of Credit Obligations incurred, by it as a Lender to an Affiliate or any other Person; provided that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Revolving Credit Advances in which such holder participates; (b) any extension of the applicable Commitmentfinal scheduled maturity date of the principal amount of the Revolving Credit Advances in which such holder participates; and (c) any release of any Collateral with a value in excess of $2,500,000 in the aggregate (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). In Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the event participant and the participant shall for purposes of Sections 1.15, 1.17 and 9.3 be considered to be a "Lender." Unless Agent shall have otherwise agreed in writing, no Lender, other than GE Capital, shall sell any participation in all or any part of any Revolving Credit Advances made, or any Letter of Credit Obligations incurred, by it to any Affiliate or other Person. Except as otherwise provided in this Section 9.1 no Lender assigns shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or otherwise transfers negotiation of, or granting of participation in, all or any part of the ObligationsRevolving Credit Advances, Agent the Amended Revolving Credit Notes or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or other Obligations owed to such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of Any Lender permitted to sell assignments and participations under this Section 9.1(a), 9.1 may furnish any Lender may at any time pledge information concerning Borrower and its Subsidiaries in the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender possession of that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time to assignees and participants (the “Register”including prospective assignees and participants). The entries Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner necessary in order to enable or effect any such assignment or participation, including the Register execution and delivery of any and all agreements, notes and other documents and instruments as shall be conclusive requested and binding for all purposes, absent manifest errorthe preparation of informational materials for, and the Borrowersparticipation of relevant management in meetings with, potential assignees or participants. Borrower shall certify the Agent correctness, completeness and the accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials. No information provided to potential co-Lenders or participants shall treat each Person whose name is recorded be provided unless and until such potential co-Lenders or participants have signed a confidentiality agreement substantially in the Register form provided to Borrower and used by Agent prior to the Closing Date (as a Lender hereunder for all purposes of this defined in the Prior Credit Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice).

Assignment and Participations. (a) Subject Borrower consents to the terms of this Section 9.1, any Lender may make an Lender's assignment to a Qualified Assignee of, or sell and/or sale of participations in, at any time or times, the Loan Documents, Revolving Loan Loans, Letter of Credit Obligations and any Commitment or of any portion thereof or interest therein, including any Lender’s 's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by a Lender shall: shall (i) require the consent of Agent and, so long as no Default or Event of Default has occurred and is continuing, Borrower (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assigneedelayed) and the execution of an assignment agreement (an “"Assignment Agreement”) " substantially in the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to the assigning Lender and Agent that it is purchasing the applicable Revolving Loan Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such if a partial assignment, the assignee Lender percentage assigned shall have Commitments equal the percentage of the Commitment (as defined in an amount at least equal to $5,000,000 and the US Credit Agreement) assigned by the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that (or its Affiliate) under the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s CommitmentsUS Credit Agreement; (iv) with respect to any assignment be conditioned on the percentage assigned equaling the percentage of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of assigned by the assigning Lender’s interest in Lender (or its Affiliates) under the Revolving Loan Commitment U.S. Credit Agreement unless Agent otherwise consents to a different percentage; and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis3,500. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall will give rise to a direct obligation of Borrowers Borrower to the assignee and that the assignee shall be considered to be a “"Lender”". In all instances, each Lender’s 's liability to make the Revolving Loan Loans hereunder shall be several and not joint and shall be limited to such Lender’s 's Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers Borrower and Borrowers Borrower shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignment and Participations. Agent and Lenders shall have the right, subject to this Section 10.1, to assign, sell, negotiate, pledge or hypothecate all or any portion of their rights and obligations hereunder. No Lender shall assign, sell, negotiate, pledge, hypothecate or otherwise transfer all or any portion of its rights in and to the Loan to any other Person (an “Assignee”) (a) Subject to the terms of this Section 9.1, any Lender may make an assignment to a Qualified Assignee of, or sell participations in, at any time or times, the Loan Documents, Revolving Loan without (x) Agent’s prior consent and any Commitment or any portion thereof or interest therein, including any Lender(y) Borrower’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) require the prior consent of Agent (which consent shall not be unreasonably withheld withheld) unless such assignment is to an Eligible Assignee or delayed with respect to a Qualified Assignee) and occurs during the execution existence of an assignment agreement Event of Default, in which case Borrower’s consent shall not be required, (an “Assignment Agreement”b) substantially other than in compliance with Section 10.5 hereof, (c) unless the form attached hereto as Exhibit 9.1(a) attached hereto and otherwise in form and substance reasonably satisfactory to, and acknowledged by, Agent; (ii) be conditioned on such assignee Lender representing to aggregate principal amount of the assigning Lender and Agent that it is purchasing the applicable Revolving Loan to be assigned to it for its own accountheld by the Assignee after such transaction is Ten Million Dollars ($10,000,000) or more (or such lesser amount approved by Agent) and (d) unless, for investment purposes and not with a view to the distribution thereof; (iii) after giving effect to any such partial assignmenttransaction, such Lender’s aggregate unassigned interest in the assignee Loan shall be in a principal amount of at least Ten Million Dollars ($10,000,000) (or such lesser amount approved by Agent) unless such transaction encompasses all of such Lender’s rights in and to the Loan, in which case such Lender shall have Commitments assigned all of its rights in an amount and to the Loan; provided, however, any Lender shall have the right at least equal any time without the consent of or notice to $5,000,000 Agent, any other Lender or other Person to grant a security interest in all or any portion of such Lender’s interest in the Note or the Loan to any Federal Reserve Bank or the central reserve bank or similar authority of any other country to secure any obligation of such Lender to such bank or similar authority (a “Central Bank Pledge”). Effective on any such assignment and assumption by the assignee and on compliance with Section 10.5 hereof, the assigning Lender shall have retained Commitments in an amount at least equal to $5,000,000, except that the limitations contained in this Section 9.1(a)(iii) shall not apply to any assigning Lender having Commitments of less than $10,000,000, so long as such assigning Lender, in connection with such assignment, shall have assigned all, and not less than all, of such assigning Lender’s Commitments; (iv) with respect to any assignment of the Revolving Loan Commitment or the Revolving Loan, be for a ratable portion of the assigning Lender’s interest in the Revolving Loan Commitment and the Revolving Loan; (v) include a payment to Agent of an assignment fee of $3,500 by either assignee Lender or assignor Lender; (vi) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee, and (vii) unless such an assignment is to an Affiliate of such Lender, Lender shall give notice to the other Lenders of any intent to assign. Such Lenders shall be permitted to purchase such assignment on terms agreed to by assignor Lender and assignee Lender. If more than one Lender wishes to purchase the Revolving Loan or Commitments from the assigning Lender, such assignments to Lenders will be allocated on a pro-rata basis. In the case of an assignment by a Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations further liability hereunder with respect to its Commitments or assigned portion thereof from and after the date interest of such assignmentLender that was the subject of such transfer and such Assignee shall be a Lender with respect to such interest. Each Borrower hereby acknowledges and agrees that Except for a Central Bank Pledge, a Lender making any such assignment shall give rise to a direct obligation notify Borrower of Borrowers to same, specifying the assignee Assignee thereof and that the assignee shall be considered to be a “Lender”. In all instances, each Lender’s liability to make the Revolving Loan hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share amount of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Lender may at any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document. The Agent shall maintain at its address referred to in Section 11.10 a copy of each Assignment Agreement delivered to and accepted by it and a register of the recordation of the names and addresses of the Lenders and the Commitments, and principal amounts thereunder owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeassignment.