Common use of Assignment by Lenders Clause in Contracts

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, it and the Note or Notes (if any) held by it); provided, however, that (iw) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (iix) the amount of the Commitment of of, or Advances owing to, the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment and Assumption with respect to such assignment) shall in be no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iiiy) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank Agent and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof, and (ivz) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender AssignmentAssignment and Assumption, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender AssignmentAssignment and Assumption, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment and Assumption in the Register.

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitments and the Loans at the time owing to it); provided that (a) except in the case of an assignment to a Lender, the Borrower and, in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its LC Exposure, the Issuing Bank, must give its prior written consent to such assignment, which consent from the Borrower or Issuing Bank, as applicable, shall not be unreasonably withheld or delayed, and (b) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); (c) the Borrower’s consent shall not be required with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default, (d) except in the case of an assignment to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the Advances owing amount of the Commitment of the assigning Lender subject to iteach such assignment (determined as of the date on which the Assignment and Assumption relating to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000, its participations in Letters unless each of Credit and Swingline Advances, the Borrower and the Note or Notes (if any) Administrative Agent otherwise consent in writing and the amount held by it); provided, however, that (i) each Lender after each such assignment shall not be less than U.S. $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a constantCommitment and the related Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitment and the related Loans, (f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (except in the case of an assignment to a Lender) a processing and recordation fee of U.S.$3,500, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and not (h) no assignment may be made to any Credit Party, any Affiliate of a varyingCredit Party, percentage or a Defaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to Section 9.4(4), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have all of the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 2.12, (ii2.13, and 2.14 and 9.3) the amount of the Commitment of the assigning Lender being assigned pursuant to each such . Any assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between transfer by a Lender and an Affiliate of rights or obligations under this Agreement that does not comply with Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender or Approved Fund), (iiiof a participation in such rights and obligations in accordance with Section 9.4(5) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.Tahoe Resources Inc. - Credit Agreement

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitments and the Loans at the time owing to it); provided that (a) except in the case of an assignment to a Lender or a Lender Affiliate, the prior written consent of the Borrower and, in the case of an assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure or Swingline Exposure, each LC Issuer and the Swingline Lender, must be obtained in respect of any assignment, which consent from the Borrower or LC Issuers, as applicable, shall not be unreasonably withheld or delayed, provided further that it shall not be unreasonable for the Borrower to withhold its consent to any proposed assignment by a Lender in favour of any Person: (i) which the Borrower, acting reasonably, determines (and so advises the relevant Lender and the Administrative Agent) to be a fund or other Person that customarily invests in distressed or weakened debt or other securities with a view to then obtaining a larger interest in the target entity or otherwise to be acting in the capacity of a vulture fund, (ii) which is not engaged in making, purchasing, holding or otherwise investing in credit facilities for commercial customers in the ordinary course of such Person’s business, or which at the time of such assignment holds any Subordinated Debt of the Borrower or any of its Subsidiaries; and (b) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); (c) the Borrower’s consent (including, for certainty, with respect to the matters in clause (d) below) shall not be required with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default, (d) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the Advances owing amount of the Commitment of the assigning Lender subject to iteach such assignment (determined as of the date on which the Assignment and Assumption relating to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000, its participations in Letters unless each of Credit and Swingline Advances, the Borrower and the Note or Notes (if any) Administrative Agent otherwise consent in writing and the amount held by it); provided, however, that (i) each Lender after each such assignment shall not be less than U.S. $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a constantCommitment and the related Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitment and the related Loans, (f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (except in the case of an assignment to a Lender) a processing and recordation fee of U.S. $3,500, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and not (h) no assignment may be made to any Obligor, any Affiliate of an Obligor, or a varyingDefaulting Lender or a Lender Affiliate of a Defaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to Section 9.4(4), percentage from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have all of the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 2.12(2), (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such 2.13, 2.14, 2.15 and 9.3). Any assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between transfer by a Lender and an Affiliate of rights or obligations under this Agreement that does not comply with Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender or Approved Fundof a participation in such rights and obligations in accordance with Section 9.4(5), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single assignee) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitments and the Loans at the time owing to it); provided that (a) except in the case of an assignment to a Lender or a Lender Affiliate, the Borrower and each Issuing Bank must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), and (b) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); (c) the Borrower’s consent shall not be required with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default, (d) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the Advances owing amount of the Commitment of the assigning Lender subject to iteach such assignment (determined as of the date on which the Assignment and Assumption relating to such assignment is delivered to the Administrative Agent) shall not be less than U.S.$10,000,000, its participations in Letters unless each of Credit and Swingline Advances, the Borrower and the Note or Notes (if any) Administrative Agent otherwise consent in writing and the amount held by it); provided, however, that (i) each Lender after each such assignment shall not be less than U.S.$10,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a constantCommitment and the related Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitment and the related Loans, (f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (except in the case of an assignment to a Lender or a Lender Affiliate) a processing and recordation fee of U.S.$3,500, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and not (h) no assignment may be made to the Borrower or any Subsidiary or to a varyingDefaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to Section 9.4(4), percentage from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have all of the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 2.12, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such 2.13, 2.14 and 9.3). Any assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between transfer by a Lender and an Affiliate of rights or obligations under this Agreement that does not comply with Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender or Approved Fundof a participation in such rights and obligations in accordance with Section 9.4(5), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.

Assignment by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its CommitmentCommitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations) at the Advances time owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a constantproportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent and the L/C Issuer (which consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.4, and the Eligible Assignee, if it shall not be a varyingLender, percentage shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 3.1, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver a Revolving Note to the Agentassignee Lender and, in such event, the assigning Lender shall return the original Revolving Note for its acceptance cancellation and, if the assignment is for a portion of the assigning Lender’s Commitment, replacement by a new Revolving Note issued by Borrower and recording in evidencing the Register, assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender Assignment, together of rights or obligations under this Agreement that does not comply with any Note or Notes (if any) subject to such assignment and this Section shall be treated for purposes of this Agreement as a processing and recordation fee of $3,500. Promptly following its receipt of sale by such Lender Assignmentof a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the foregoing, Note assignment of the obligations of the L/C Issuer after the resignation of PNC Bank as L/C Issuer, or Notes (if anyany other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) and fee, the Agent shall accept and record such Lender Assignment in the Registerhereof.

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single assignee) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitment, Commitments and the Advances Loans at the time owing to it); provided that (a) except in the case of an assignment to a Lender or a Lender Affiliate (which does not give rise to increased payments under Sections 2.13, 2.14 or 2.15), the Borrower and, in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its participations in Letters of Credit LC Exposure or Swingline Exposure, the Issuing Bank and the Swingline AdvancesLender must give its prior written consent to such assignment, and (b) except in the Note case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment; (c) the Borrower’s consent shall not be required with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default, (d) except in the case of an assignment to a Lender or Notes (if any) held by it); provided, however, that (i) each such a Lender Affiliate or an assignment shall be of a constant, and not a varying, percentage of all the entire remaining amount of the assigning Lender’s rights and obligations under the Loan DocumentsCommitment, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of on which the Lender Assignment with respect and Assumption relating to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser U.S.$1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing and the amount held by each Lender after each such assignment shall not be less than U.S.$1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a Commitment and the related Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund)related Loans, (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (ivf) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance Administrative Agent an Assignment and recording in the Register, a Lender AssignmentAssumption, together with any Note (except in the case of an assignment to a Lender or Notes (if anya Lender Affiliate) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender AssignmentU.S.$5,000, Note or Notes payable by the assigning Lender, (g) the assignee, if anyit shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (h) and fee, the Agent shall accept and record such Lender Assignment in the Register.no assignment may be made to any 22725645.15 SSRI Credit Agreement 100

Assignment by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its CommitmentCommitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the Advances time owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a constantproportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.4, and the Eligible Assignee, if it shall not be a varyingLender, percentage shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 3.1, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver a Revolving Note and Bid Note to the Agentassignee Lender and, in such event, the assigning Lender shall return the original Revolving Note and Bid Note for its acceptance cancellation and, if the assignment is for a portion of the assigning Lender’s Commitment, replacement by a new Revolving Note issued by Borrower and recording in evidencing the Register, assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender Assignment, together of rights or obligations under this Agreement that does not comply with any Note or Notes (if any) subject to such assignment and this Section shall be treated for purposes of this Agreement as a processing and recordation fee of $3,500. Promptly following its receipt of sale by such Lender Assignmentof a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the foregoing, Note assignment of the obligations of the L/C Issuer after the resignation of PNC Bank as L/C Issuer, or Notes (if anyany other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) and fee, the Agent shall accept and record such Lender Assignment in the Registerhereof.

Assignment by Lenders. Each (a) Except as provided herein, each Revolving Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Pro Rata Share) together with the Advances Loans at the time owing to it, it and its participations participating interest in Letters the risk relating to any Revolving Letter of Credit and Swingline Advances, and the Note or Notes (if any) held by it)Accommodations; provided, however, provided that (i) each unless such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant is to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of, or a successor to, a Lender, an Approved Fund of such Lender or Approved Fund)to a Person which is, (iii) except as set forth in clause (ii) belowat the time of such assignment, a Lender hereunder, the Agent, each LC Issuing Bank Revolving Administrative Agent and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the BorrowerParent, shall have consented given its prior written consent to such assignment (in each case, which may with such consent not to be unreasonably withheld or delayedwithheld); provided that the Borrower , (ii) each assignment shall be deemed to have consented to any in an amount that is not less than the lesser of (x) $1,000,000 and (y) the aggregate amount of such assignment unless it shall object thereto by written notice to assigning Lender’s Revolving Loan Commitment and, if greater, in whole multiples of $1,000,000 (or if less, the Agent within ten Business Days after having received notice remaining amount thereof), and (iv) the parties to each such assignment shall execute and deliver to the Agent, Revolving Administrative Agent for its acceptance and recording in the RegisterRevolving Register an Assignment and Acceptance, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date for such assignment specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent provided 152 in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation fee upon payment to the Revolving Administrative Agent of $3,500. Promptly following its receipt of such Lender Assignmentthe registration fee, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment referred to in the RegisterSection 12.8, be released from its obligations under this Agreement.

Assignment by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its CommitmentCommitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the Advances time owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a constantproportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Bid Loans or Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.4, and the Eligible Assignee, if it shall not be a varyingLender, percentage shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 3.1, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver a Revolving Note and Bid Note to the Agentassignee Lender and, in such event, the assigning Lender shall return the original Revolving Note and Bid Note for its acceptance cancellation and, if the assignment is for a portion of the assigning Lender’s Commitment, replacement by a new Revolving Note issued by Borrower and recording in evidencing the Register, assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender Assignment, together of rights or obligations under this Agreement that does not comply with any Note or Notes (if any) subject to such assignment and this Section shall be treated for purposes of this Agreement as a processing and recordation fee of $3,500. Promptly following its receipt of sale by such Lender Assignmentof a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the foregoing, Note assignment of the obligations of the L/C Issuer after the resignation of PNC Bank as L/C Issuer, or Notes (if anyany other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) and fee, the Agent shall accept and record such Lender Assignment in the Registerhereof.

Assignment by Lenders. Each Lender may may, upon the written consent of the Agent (which consent shall not be unreasonably withheld), assign to one or more Eligible Assignees Transferees all or a portion of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance Agreement substantially in the Loan Documents form of Exhibit E (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit an "Assignment and Swingline Advances, and the Note or Notes (if anyAcceptance") held by it); provided, however, that (i) each any such assignment shall be in the aggregate amount of a constantat least $2,500,000 or such lesser amount to which the Company has consented (or if the aggregate amount of any Lender's Loans and Commitments is less than $2,500,000, then the entire amount of such Lender's Loans and Commitments), and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) assignee shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,5002,500. Promptly following Any such assignment will become effective upon the recording by the Agent of such assignment in the Register of the resultant effects thereof on the Commitment of the assignor and assignee, and the principal amount outstanding of the Loans owed to the assignor and assignee, the Agent hereby agreeing to effect such recordation no later than five Business Days after its receipt of such Lender Assignment, Note or Notes (if any) an Assignment and feeAcceptance executed by all parties thereto. Promptly after receipt of an Assignment and Acceptance executed by all parties thereto, the Agent shall accept send to the Company a copy of such executed Assignment and record Acceptance. Upon receipt of such Lender executed Assignment and Acceptance, the Company, will, at its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear on the Register. Upon the effectiveness of any assignment pursuant to this subsection, the assignee shall be deemed automatically to have become a party hereto, if not already a party hereto, and shall become a "Lender," if not already a "Lender," for all purposes of this Agreement and the other Financing Documents. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender no longer holds any rights or obligations under this Agreement, such assigning Lender shall cease to be a "Lender" hereunder). The Agent will prepare on the last Business Day of each month during which an assignment has become effective pursuant to this subsection a new schedule giving effect to all such assignments effected during such month, and will promptly provide the same to the Company, the Issuing Bank and each of the Lenders.

Assignment by Lenders. Each Lender may assign to one any Eligible Assignee or more Eligible Assignees to any other Lender (other than a Disqualified Institution) all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitationbut not limited to, (A) all or a portion of its Commitmentunfunded Commitment hereunder without the necessity of transferring any portion of any Loan funded by such Lender or other obligations owed to it hereunder, or (B) all or a portion of any Loan funded by such Lender or other obligations owed to it hereunder without the Advances owing to it, necessity of transferring any portion of its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by itunfunded Commitment hereunder); provided, however, that (i) except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, that such consent shall be deemed to be given if the Borrower does not respond within five (5) Business Days of a request for consent; and provided, further, that such consent shall not be required if an Event of Default has occurred and is continuing; (ii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment this Agreement; and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender Assignmenthereunder and (y) the assigning Lender shall, together with any Note or Notes (if any) subject to the extent that rights and obligations have been assigned by it pursuant to such assignment Assignment and a processing Acceptance Agreement, relinquish such rights and recordation fee be released from such obligations under this Agreement (and, in the case of $3,500. Promptly following its receipt an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender Assignment, Note or Notes shall cease to be a party hereto). (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.b)

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Commitment and the Advances Loans at the time owing to it), its participations without the consent of any Loan Party or any other Lender, but in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it)compliance with all applicable laws; provided, however, that no interest in the Commitments or any Loans may be sold, assigned or otherwise transferred except with the prior consent of Lehmxx Xxxmercial Paper, Inc., as the Administrative Agent (i) each such which consent shall not unreasonably be withheld or delayed). Except in the case of an assignment shall be to a Lender or an Affiliate of a constant, and not a varying, percentage Lender or an assignment of all the entire remaining amount of the assigning Lender’s rights and obligations under the Loan Documents's Commitment or Loans, (ii) the amount of the Commitment or Loans of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that 10 million unless the Borrower otherwise consents. Each partial assignment shall be deemed to have consented to any such made as an assignment unless it shall object thereto by written notice to of a proportionate part of all the Agent within ten Business Days after having received notice thereof, assigning Lender's rights and (iv) the obligations under this Agreement. The parties to each such assignment shall execute and deliver to the AgentAdministrative Agent an Assignment and Acceptance. Upon recording thereof pursuant to Section 7.3(b), for from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its acceptance and recording obligations under this Agreement (and, in the Registercase of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6, 2.7, 2.8, 2.9 and 11.3). Any assignment or transfer by a Lender Assignment, together of rights or obligations under this Agreement that does not comply with any Note or Notes (if anythis Section 7.3(a) subject to such assignment and shall be treated for purposes of this Agreement as a processing and recordation fee of $3,500. Promptly following its receipt of sale by such Lender Assignment, Note or Notes of a participation in such rights and obligations in accordance with Section 7.3(c). 61 (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.b)

Assignment by Lenders. Each Lender may assign to one or more other Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, outstanding Loans made by it and the Note or Notes (if any) held by it); provided, however, that (i) each any such assignment shall be (other than an assignment to a Lender or an Affiliate of a constant, and Lender) shall not a varying, percentage of all be made without the prior written consent of the assigning Lender’s rights Administrative Agent and, if no Event of Default then exists, the Borrowers (to be evidenced by their counter execution of the relevant Assignment and obligations under the Loan DocumentsAcceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the amount of such Lender’s then remaining entire Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented immediately prior to such assignment or (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereofz) $5,000,000, and (iviii) the parties to each such assignment shall will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Assignmentan Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes (if any) subject to such assignment, and, except in the case of an assignment and to a Lender or an Affiliate of a Lender, will pay a nonrefundable processing and recordation fee of $3,5003,500 to the Administrative Agent for its own account. Promptly following Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its receipt rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Assignment, Note or Notes (if anyAssignment and Acceptance) and feebe released from its obligations under this Agreement (and, in the Agent shall accept case of an Assignment and record Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment in and Acceptance shall, upon the Registereffectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length herein.

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of its Commitment, the Advances Extensions of Credit at the time owing to it, its participations in Letters of Credit and Swingline Advances, it and the Note or Revolving Credit Notes (if any) held by it); provided, however, that provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Revolving Credit Commitment and all other rights and obligations under this Agreement; (ii) if less than all of the assigning Lender’s rights and obligations under 's Revolving Credit Commitment or Revolving Credit Loans is to be assigned, the Loan Documents, (ii) the amount of the Revolving Credit Commitment of the assigning Lender being or Revolving Credit Loans so assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), 10,000,000; (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Assignmentan Assignment and Acceptance in the form of Exhibit G attached hereto (an "Assignment and Acceptance"), together with any Revolving Credit Note or Revolving Credit Notes (if any) subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, on behalf of itself and the other Credit Parties, require the Borrower, or any Credit Party, to file a processing registration statement with the Securities and recordation Exchange Commission or apply to or qualify the Revolving Credit Loans or the Revolving Credit Notes under the blue sky laws of any state; (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500. Promptly following its receipt of 3,000 upon the execution by such Lender Assignmentof the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof; and (vi) no consents will be required for assignments where the Eligible Assignee is an Affiliate of the assigning Lender. 53 <PAGE> 54Upon such execution, Note or Notes delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least ten (if any10) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned in such Assignment and feeAcceptance, have the Agent shall accept rights and record obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent of the interest assigned in such Lender Assignment in the Register.assignment, be released from its obligations under this Agreement. (c)

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement without the Loan Documents (includingconsent of the Borrower, without limitationany Guarantor or any other Lender, but in compliance with all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it)applicable laws; provided, however, that except in the case of an assignment to a Lender, an Affiliate or a Control Investment Affiliate thereof, no interest in any Bridge Loans may be pledged to any commercial bank or other institutional lender or sold, assigned or otherwise transferred to any third party except with the prior consent of the Administrative Agent (i) each such which consent shall not unreasonably be withheld). Except in the case of an assignment shall be to a Lender, an Affiliate of a constantLender, and not a varying, percentage or an assignment of all the entire remaining amount of the assigning Lender’s rights and obligations under the Loan Documents's Bridge Loans, (ii) the amount of the Commitment Bridge Loans of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple unless the Borrower otherwise consents. Each partial assignment shall be made as an assignment of $1,000,000 in excess thereof (except in a proportionate part of all the case assigning Lender's rights and obligations under this Agreement. Each assignee that is a Non-U.S. Lender shall comply with the provisions of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (iiA) belowof Section 2.8(g) or, with the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event prior written consent of Default shall have occurred and be continuing, the Borrower, which shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayedwithheld, the provisions of clause (B) of Section 2.8(g); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the . The parties to each such assignment shall execute and deliver to the AgentAdministrative Agent an Assignment and Acceptance. Upon recording thereof pursuant to Section 6.3, for from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its acceptance and recording obligations under this Agreement (and, in the Registercase of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignmentshall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6, Note or Notes (if any) 2.8 and fee, the Agent shall accept and record such Lender Assignment in the Register2.9).

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees banks or other financial institutions (each an “Assignee”) all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Commitment Percentage and Warehousing Commitment and the Advances same portion of the Loan at the time owing to it, its participations in Letters of Credit and Swingline Advances, it and the Note or Warehousing Notes (if any) held by it), upon satisfaction of the following conditions: (a) each of the Credit Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or Event of Default shall have occurred and be continuing, or in the case of an assignment to an Affiliate of TD Bank); provided, however, that (ib) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, (iic) prior to the occurrence of an Event of Default, each assignment, other than an assignment to an Affiliate of TD Bank, shall be in an amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment that is at least $50,000,000.00 and $5,000,000 or any is a whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof1,000,000.00, and (ivd) the parties to each such assignment shall execute and deliver to the Credit Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), a Lender Assignmentan Assignment and Acceptance, substantially in the form of Exhibit L hereto or another form approved by Credit Agent (an “Assignment and Acceptance”), together with any Note or Warehousing Notes (if any) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation upon payment to the Credit Agent of the registration fee of $3,500. Promptly following referred to in Section 11.13(b), be released from its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Registerobligations under this Agreement.

Assignment by Lenders. Each Lender may assign to one or more other Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, outstanding Loans made by it and the Note or Notes (if any) held by it); provided, however, that (i) each any such assignment shall be (other than an assignment to a Lender or an Affiliate of a constant, and Lender) shall not a varying, percentage of all be made without the prior written consent of the assigning Lender’s rights Administrative Agent and, if no Event of Default then exists, the Borrowers (to be evidenced by their counter execution of the relevant Assignment and obligations under the Loan DocumentsAcceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the amount of such Lender’s then remaining entire Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented immediately prior to such assignment or (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereofz) $5,000,000, and (iviii) the parties to each such assignment shall will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Assignmentan Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes (if any) subject to such assignment assignment, and will pay a nonrefundable processing and recordation fee of $3,5003,500 to the Administrative Agent for its own account. Promptly following Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its receipt rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Assignment, Note or Notes (if anyAssignment and Acceptance) and feebe released from its obligations under this Agreement (and, in the Agent shall accept case of an Assignment and record Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment in and Acceptance shall, upon the Registereffectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length herein.

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement without the Loan Documents (includingconsent of the Borrower, without limitationany Guarantor or any other Lender, but in compliance with all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it)applicable laws; provided, however, that no interest in any Loans may be sold, assigned or otherwise transferred except with the prior consent of the Administrative Agent (i) each such which consent shall not unreasonably be withheld or delayed). Except in the case of an assignment shall be to a Lender or an Affiliate of a constant, and not a varying, percentage Lender or an assignment of all the entire remaining amount of the assigning Lender’s rights and obligations under the Loan Documents's Loans, (ii) the amount of the Commitment Loans of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that 2,000,000 unless the Borrower otherwise consents. Each partial assignment shall be deemed to have consented to any such made as an assignment unless it shall object thereto by written notice to of a proportionate part of all the Agent within ten Business Days after having received notice thereof, assigning Lender's rights and (iv) the obligations under this Agreement. The parties to each such assignment shall execute and deliver to the AgentAdministrative Agent an Assignment and Acceptance. Upon recording thereof pursuant to Section 6.3, for from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its acceptance and recording obligations under this Agreement (and, in the Registercase of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.7, 2.10 and 2.11 and Article XII). Any assignment or transfer by a Lender Assignment, together of rights or obligations under this Agreement that does not comply with any Note or Notes (if anythis Section 6.1(a) subject to such assignment and shall be treated for purposes of this Agreement as a processing and recordation fee of $3,500. Promptly following its receipt of sale by such Lender Assignment, Note or Notes (if any) of a participation in such rights and fee, the Agent shall accept and record such Lender Assignment obligations in the Registeraccordance with Section 6.1(b).

Assignment by Lenders. Each Lender may assign to one or --------------------- more other Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, outstanding Loans made by it and the Note or Notes (if any) held by it), and such assignment may be allocated among the assigning Lender's Term Loan and Revolver Loans and the related Commitment of the assigning Lender on other than a pro-rata basis; provided, however, that (i) each any -------- ------- such assignment shall be (other than an assignment to a Lender or an Affiliate of a constant, and Lender) shall not a varying, percentage of all be made without the prior written consent of the assigning Lender’s rights Administrative Agent and, if no Default or Event of Default then exists, the Borrowers (to be evidenced by their counterexecution of the relevant Assignment and obligations under the Loan DocumentsAcceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the amount of such Lender’s then remaining entire Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender immediately prior to such assignment or Approved Fund)(z) $5,000,000, (iii) except as set forth in clause (ii) below, no portion of any of the Agent, each LC Issuing Bank and, so long as no Unmatured Default Revolving Loan Commitment or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice Lender's Commitment with respect to the Agent within ten Business Days after having received notice thereofSpecial Purpose Letter of Credit may be assigned, except with a pro rata assignment of a corresponding percentage of the --- ---- other Commitment mentioned in this subsection, and (iv) the parties to each such assignment shall will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Assignmentan Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together --------- with any Note or Notes (if any) subject to such assignment assignment, and will pay a nonrefundable processing and recordation fee of $3,5002,500 to the Administrative Agent for its own account. Promptly following Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its receipt rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Assignment, Note or Notes (if anyAssignment and Acceptance) and feebe released from its obligations under this Agreement (and, in the Agent shall accept case of an Assignment and record Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment in and Acceptance shall, upon the Registereffectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length herein.

Assignment by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its CommitmentCommitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the Advances time owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, provided that (i) each such except in the case of an assignment shall be of a constant, and not a varying, percentage of all the entire remaining amount of the assigning Lender’s rights 's Commitment and obligations under the Loan DocumentsLoans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (ii) the aggregate amount of the Commitment of the assigning Lender being assigned pursuant (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (assignment, determined as of the date of the Lender Assignment and Assumption with respect to such assignment) assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple unless each of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank Administrative Agent and, so long as no Unmatured Default or Event of Default shall have has occurred and be is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the Borrowerassigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall have consented not apply to such rights in respect of Bid Loans or Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (in each case, which may consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance Administrative Agent an Assignment and recording in the Register, a Lender AssignmentAssumption, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.5, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (b) of $3,500. Promptly following this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its receipt obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.1, 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Revolving Note and Bid Note to the assignee Lender Assignmentand, Note or Notes (if any) and feein such event, the Agent assigning Lender shall accept return the original Revolving Note and record Bid Note for cancellation and, if the assignment is for a portion of the assigning Lender’s Commitment, replacement by a new Revolving Note issued by Borrower and evidencing the assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender Assignment of a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the Registerforegoing, assignment of the obligations of the L/C Issuer after the resignation of Bank of America as L/C Issuer, or any other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) hereof.

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees Lenders or other financial institutions (each an “Assignee”) all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Warehousing Commitment Percentage and Warehousing Commitment and the Advances same portion of the Facility at the time owing to it, its participations in Letters of Credit and Swingline Advances, it and the Note or Notes (if any) held by it), upon satisfaction of the following conditions: (a) each of the Credit Agent and the Company shall have given its prior written consent to such assignment (provided that, in the case of the Company, such consent will not be unreasonably withheld and shall not be required if a Default or Event of Default shall have occurred and be continuing); provided, however, that (ib) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, (iic) prior to the occurrence of an Event of Default, each assignment shall be in an amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment that is at least $10,000,000.00 and $5,000,000 or any is a whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof250,000.00, and (ivd) the parties to each such assignment shall execute and deliver to the Credit Agent, for its acceptance and recording in the Register, a Lender Assignmentan Assignment and Acceptance, substantially in the form of Exhibit I hereto (an “Assignment and Acceptance”), together with any Note or Notes (if any) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation upon payment to the Credit Agent of the registration fee of $3,500. Promptly following referred to in Section (ii), be released from its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Registerobligations under this Agreement.

Assignment by Lenders. Each Lender may may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances Loans at the time owing to it, its participations in Letters of Credit and Swingline Advances, it and the Note or Notes (if any) held by it); provided, however, that provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, this Agreement; (ii) the amount of the Commitment if less than all of the assigning Lender being Lender’s outstanding Loans are to be assigned, the outstanding Loans so assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), 5,000,000; (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Assignmentan Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Note or Notes (if any) subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and a processing and recordation (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500. Promptly following its receipt of 3,500 upon the execution by such Lender Assignmentof the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, Note or Notes delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (if any5) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and feeAcceptance, have the Agent shall accept rights and record obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such Lender Assignment in the Register.assignment, be released from its obligations under this Agreement. (c)

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Revolving Commitment and/or its Term B Commitment and/or any Loans at the time owing to it), if (i) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment to a Related Fund, each of the Borrower and the Administrative Agent (and, with respect to any assignment of a Revolving Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, Issuing Bank and the Note or Notes (if anySwingline Lender) held by it); provided, however, that (i) each must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Affiliate of a constant, and not Lender or an assignment to a varying, percentage Related Fund or an assignment of all the entire remaining amount of the assigning Lender’s rights 's Revolving Commitment, Term B Commitment and obligations under the Loan DocumentsLoans, (ii) the amount of the Revolving Commitment, Term B Commitment and Loans of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 (or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at an assignment of Term B Loans only) and shall be in $1,000,000 (or $250,000 in the time already parties hereto case of Term B Loans only) increments in excess thereof unless each of the Borrower and between a Lender and an Affiliate of such Lender or Approved Fund)the Administrative Agent otherwise consent, (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such partial assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such made as an assignment unless it shall object thereto by written notice to of a proportionate part of all the Agent within ten Business Days after having received notice thereofassigning Lender's rights and obligations in respect of at least one of the Facilities under this Agreement, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.each

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees banks or other financial institutions (each an “Assignee”) all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Commitment Percentage and Warehousing Commitment and the Advances same portion of the Loan at the time owing to it, its participations in Letters of Credit and Swingline Advances, it and the Note or Warehousing Notes (if any) held by it), upon satisfaction of the following conditions: (a) each of the Credit Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or Event of Default shall have occurred and be continuing, or in the case of an assignment to TD Bank, N.A. or an Affiliate thereof); provided, however, that (ib) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, (iic) prior to the occurrence of an Event of Default, each assignment, other than an assignment to TD Bank, N.A. or an Affiliate thereof, shall be in an amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment that is at least $50,000,000.00 and $5,000,000 or any is a whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof1,000,000.00, and (ivd) the parties to each such assignment shall execute and deliver to the Credit Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), a Lender Assignmentan Assignment and Acceptance, substantially in the form of Exhibit L hereto or another form approved by Credit Agent (an “Assignment and Acceptance”), together with any Note or Warehousing Notes (if any) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation upon payment to the Credit Agent of the registration fee of $3,500. Promptly following referred to in Section 11.13(b), be released from its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Registerobligations under this Agreement.

Assignment by Lenders. Each So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may assign make any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower (which consent, if such assignment is to one a Person other than a Competitor and other than a Person included in the Disqualified Investor List provided in Schedule 4, as updated by the Borrower with notice to the Agent from time to time, shall not be unreasonably withheld, delayed or more Eligible Assignees all conditioned), provided, that the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to another Lender hereunder; provided that no such assignment pursuant to this clause (ii) shall be permitted if, after giving effect to such assignment (on a pro forma basis), the Agent (together with its Affiliates) would fail to constitute the Required Lenders or (iii) if (x) such Lender makes a portion reasonable determination that its ownership of any of its rights or obligations hereunder (and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes other similar facilities (if any) held by it); providedsuch Lender) is prohibited by the Xxxxxxx Rule and (y) to the extent such Lender is permitted by the applicable documentation, howeversuch Lender is making commercially reasonable efforts to assign its interest in other similar facilities in a manner similar to such proposed assignment, that to any Person other than a Competitor, (iiv) each such assignment shall be by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the terms of a constant, and not Liquidity Agreement (other than a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan DocumentsCompetitor), (iiv) the amount by any assignee of the Commitment of the assigning Lender being assigned pursuant to each such assignment a Conduit Purchaser contemplated by clause (determined as of the date of the Lender Assignment with respect iv) above back to such assignmentConduit Lender or an Affiliate or (vi) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate assignment of such Lender any Commitment (or Approved Fundany portion thereof) or any Loan (or any portion thereof), (iii) except as set forth in clause (ii) belowthe assignee executes and delivers to the Servicer, the Borrower, the Agent, each LC Issuing Bank andthe Collateral Administrator and the Collateral Agent a fully executed Assignment Agreement substantially in the form of Exhibit I SOCIÉTÉ GENERALE, so long as no Unmatured Default or Event of Default shall have occurred and be continuingAgent By: Name: Title: SOCIÉTÉ GENERALE, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the as a Lender Agent, for its acceptance Revolving Lender and recording in as a Committed Lender By: Name: Title: ANNEX A GSO STONE STREET LLC as Borrower 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxx Telephone: 000-000-0000 Email: XXXXxxxxXxxxxxxxx@Xxxxxxxxxx.xxx GSO DIRECT LENDING FUND-D LP as Servicer and Equityholder 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Shaker Choudhury Telephone: 000-000-0000 Email: XXXXxxxxxxx@Xxxxxxxxxx.xxx CITIBANK, N.A., as Collateral Agent and Collateral Custodian For delivering physical securities: Citibank, N.A. 399 Park Avenue Level “B” – Securities Vault Xxx Xxxx, XX 00000 Attn: Xx. Xxxxx Xxxxx (212-559-1207), GSO Stone Street LLC All physical securities must be sent by trackable courier service (e.g. UPS or Federal Express) For all other purposes: 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Citibank Agency & Trust – GSO Stone Street LLC Email: xxxxxx.xxxxxxxx@xxxx.xxx or call (000) 000-0000 to obtain the Registeraccount administrator’s email address VIRTUS GROUP, a LP, as Collateral Administrator 0000 Xxxxxx Xxxxxx, 17th Floor Houston, TX 77002 Attention: GSO Stone Street LLC email: xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx Fax: 000-000-0000 SOCIÉTÉ GENERALE, as Agent Annex B Lender Assignment, together with any Note Commitment Revolving or Notes (if any) subject to such assignment and a processing and recordation fee of Term Commitment Société Generale $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.150,000,000110,000,000 Revolving Commitment Great American Life Insurance Company $32,000,000 Term Commitment Great American Insurance Company $8,000,000 Term Commitment Total $150,000,000

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, that (iw) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (iix) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iiiy) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank Bank, the Swingline Lender and, so long as no Unmatured Default or Event of Default with respect to such Borrower shall have occurred and be continuing, the each Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the each Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (ivz) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment (which for this purposes includes Advances outstanding thereunder) of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank Agent and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.

Assignment by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its CommitmentCommitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the Advances time owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, provided that (i) each such except in the case of an assignment shall be of a constant, and not a varying, percentage of all the entire remaining amount of the assigning Lender’s rights Commitment and obligations under the Loan DocumentsLoans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (ii) the aggregate amount of the Commitment of the assigning Lender being assigned pursuant (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (assignment, determined as of the date of the Lender Assignment and Assumption with respect to such assignment) assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple unless each of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank Administrative Agent and, so long as no Unmatured Default or Event of Default shall have has occurred and be is continuing, the Borrower, shall have consented Borrower otherwise consents (each such consent not to such assignment (in each case, which may not be unreasonably withheld or delayed); , provided that the Borrower shall concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be deemed to have consented to any treated as a single assignment for purposes of determining whether such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.minimum amount has been met;

Assignment by Lenders. Each Lender may assign to one any Eligible Assignee or more Eligible Assignees to any other Lender all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit Commitment and Swingline Advances, and the Note any Loan or Notes (if any) held interests therein owned by it); provided, however that except for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that (i) such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing); each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) this Agreement; the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the amount of such assigning Lender’s then remaining Commitment Commitment; and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender Assignmenthereunder and (y) the assigning Lender shall, together with any Note or Notes (if any) subject to the extent that rights and obligations have been assigned by it pursuant to such assignment Assignment and a processing Acceptance Agreement, relinquish such rights and recordation fee be released from such obligations under this Agreement (and, in the case of $3,500. Promptly following its receipt an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Registercease to be a party hereto).

Assignment by Lenders. Each Lender may may, upon the written consent of the Administrative Agent and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld), assign to one or more Eligible Assignees Transferees all or a portion of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance Agreement substantially in the Loan Documents form of Exhibit D (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit an "Assignment and Swingline Advances, and the Note or Notes (if anyAcceptance") held by it); provided, however, that (i) each any such assignment shall be in the aggregate amount of a constantat least $10,000,000 or such lesser amount to which the Company has consented (or if the aggregate amount of any Lender's Loans and Commitments is less than $10,000,000, then the entire amount of such Lender's Loans and Commitments), and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) assignee shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,5002,500. Promptly following Any such assignment will become effective upon the recording by the Administrative Agent of such assignment in the Register of the resultant effects thereof on the Commitment of the assignor and assignee, and the principal amount outstanding of the Loans owed to the assignor and assignee, the Administrative Agent hereby agreeing to effect such recordation no later than five Business Days after its receipt of such Lender Assignment, Note or Notes (if any) an Assignment and feeAcceptance executed by all parties thereto. Promptly after receipt of an Assignment and Acceptance executed by all parties thereto, the Administrative Agent shall accept send to the Company a copy of such executed Assignment and record Acceptance. Upon receipt of such Lender executed Assignment and Acceptance, the Company, will, at its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear on the Register, whereupon the Administrative Agent shall redeliver the Note being assigned, as received from the Assignor, to the Company. Upon the effectiveness of any assignment pursuant to this subsection, the assignee shall be deemed automatically to have become a party hereto, if not already a party hereto, and shall become a "Lender," if not already a "Lender," for all purposes of this Agreement and the other Financing Documents. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender no longer holds any rights or obligations under this Agreement, such assigning Lender shall cease to be a "Lender" hereunder). The Administrative Agent will prepare on the last Business Day of each month during which an assignment has become effective pursuant to this subsection a new schedule giving effect to all such assignments effected during such month, and will promptly provide the same to the Company, the Issuing Bank and each of the Lenders.

Assignment by Lenders. Each Lender may assign to one or more other Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, outstanding Loans made by it and the Note or Notes (if any) held by it); provided, however, that (i) each any such assignment shall be (other than an assignment to a Lender or an Affiliate of a constant, and Lender) shall not a varying, percentage of all be made without the prior written consent of the assigning Lender’s rights Administrative Agent and, if no Event of Default then exists, the Borrowers (to be evidenced by their counter execution of the relevant Assignment and obligations under the Loan DocumentsAcceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each -91- 98 such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the amount of such Lender’s then remaining entire Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented immediately prior to such assignment or (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereofz) $5,000,000, and (iviii) the parties to each such assignment shall will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Lender Assignmentan Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes (if any) subject to such assignment, and, except in the case of an assignment and to a Lender or an Affiliate of a Lender, will pay a nonrefundable processing and recordation fee of $3,5003,500 to the Administrative Agent for its own account. Promptly following Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent shall otherwise agree), (A) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of the assigning Lender hereunder with respect thereto and (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its receipt rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Lender Assignment, Note or Notes (if anyAssignment and Acceptance) and feebe released from its obligations under this Agreement (and, in the Agent shall accept case of an Assignment and record Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The terms and provisions of each Assignment in and Acceptance shall, upon the Registereffectiveness thereof, be incorporated into and made a part of this Agreement, and the covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and for the benefit of the Administrative Agent and the other parties hereto as if set forth at length herein.

Assignment by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its CommitmentCommitment and the Loans (including for purposes of this clause (a), participations in L/C Obligations and in Swing Loans) at the Advances time owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a constantproportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and the Swing Line Lender (which consent will not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 1.4, and the Eligible Assignee, if it shall not be a varyingLender, percentage shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to clause (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 3.1, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment 3.3, 3.4, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver a Revolving Note and Note to the Agentassignee Lender and, in such event, the assigning Lender shall return the original Revolving Note and Note for its acceptance cancellation and, if the assignment is for a portion of the assigning Lender’s Commitment, replacement by a new Revolving Note issued by Borrower and recording in evidencing the Register, assigning Lender’s reduced Commitment. Any assignment or transfer by a Lender Assignment, together of rights or obligations under this Agreement that does not comply with any Note or Notes (if any) subject to such assignment and this Section shall be treated for purposes of this Agreement as a processing and recordation fee of $3,500. Promptly following its receipt of sale by such Lender Assignmentof a participation in such rights and obligations in accordance with clause (d) of this Section. Notwithstanding the foregoing, Note assignment of the obligations of the L/C Issuer after the resignation of PNC Bank as L/C Issuer, or Notes (if anyany other successor thereafter acting as L/C Issuer, shall be governed by Section 10.5(h) and fee, the Agent shall accept and record such Lender Assignment in the Registerhereof.

Assignment by Lenders. Each Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitationAssignees, all or a portion of its Commitmentinterests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the Advances same portion of the Loans at the time owing to it, the Notes held by it and its participations participating interest in the risk relating to any Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by itCredit); provided, however, provided that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld; except that the consent of the Borrower or the Administrative Agent shall not be required in connection with any assignment by a Lender to (i) an existing Lender or (ii) a Lender Affiliate of such Lender, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations under this Credit Agreement, it being understood that non-pro rata assignments of the Commitments, the Revolving Credit Loans and the Term Loan Documentsare not permitted, (iic) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as or, in the case of assignments by a Lender to its Lender Affiliates, the date aggregate holdings of the such Lender Assignment with respect and its Lender Affiliates after giving effect to such assignment) assignments), shall be in no event be less than the lesser of the an amount of such Lender’s then remaining Commitment and $5,000,000 or any that is a whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (ivd) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), a Lender Assignmentan Assignment and Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and Acceptance"), together with any Note or Notes (if any) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (y) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (z) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation upon payment to the Administrative Agent of the registration fee of $3,500. Promptly following referred to in Section 16.3, be released from its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Registerobligations under this Credit Agreement.

Assignment by Lenders. Each Lender may assign to one or more Eligible Assignees banks or other financial institutions (each an “Assignee”) all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Commitment Percentage and Warehousing Commitment and the Advances same portion of the Loan at the time owing to it, its participations in Letters of Credit and Swingline Advances, it and the Note or Warehousing Notes (if any) held by it), upon satisfaction of the following conditions: (a) each of the Credit Agent and the Borrowers shall have given its prior written consent to such assignment (provided that, in the case of the Borrowers, such consent will not be unreasonably withheld and shall not be required if a Default or Event of Default shall have occurred and be continuing); provided, however, that (ib) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, (iic) prior to the occurrence of an Event of Default, each assignment shall be in an amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment that is at least $10,000,000.00 and $5,000,000 or any is a whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof250,000.00, and (ivd) the parties to each such assignment shall execute and deliver to the Credit Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), a Lender Assignmentan Assignment and Acceptance, substantially in the form of Exhibit M hereto (an “Assignment and Acceptance”), together with any Note or Warehousing Notes (if any) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation upon payment to the Credit Agent of the registration fee of $3,500. Promptly following referred to in Section 11.13(b), be released from its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Registerobligations under this Agreement.

Assignment by Lenders. Each So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may assign make any assignment, and no such assignment shall be permitted without the prior written consent of the Borrower (which consent, if such assignment is to one a Person other than a Competitor and other than a Person included in the Disqualified Investor List provided in Schedule 4, as updated by the Borrower with notice to the Agent from time to time, shall not be unreasonably withheld, delayed or more Eligible Assignees all conditioned), provided, that the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender, (ii) to another Lender hereunder or (iii) if (x) such Lender makes a portion reasonable determination that its ownership of any of its rights or obligations hereunder (and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes other similar facilities (if any) held by it); providedsuch Lender) is prohibited by the Xxxxxxx Rule and (y) to the extent such Lender is permitted by the applicable documentation, howeversuch Lender is making commercially reasonable efforts to assign its interest in other similar facilities in a manner similar to such proposed assignment, that to any Person other than a Competitor, (iiv) each such assignment shall be by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the terms of a constant, and not Liquidity Agreement (other than a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan DocumentsCompetitor), (iiv) the amount by any assignee of the Commitment of the assigning Lender being assigned pursuant to each such assignment a Conduit Purchaser contemplated by clause (determined as of the date of the Lender Assignment with respect iv) above back to such assignmentConduit Lender or an Affiliate or (vi) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate assignment of such Lender any Commitment (or Approved Fundany portion thereof) or any Loan (or any portion thereof), (iii) except as set forth in clause (ii) belowthe assignee executes and delivers to the Servicer, the Borrower, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred the Collateral Administrator and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Collateral Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording a fully executed Assignment Agreement substantially in the Register, a Lender Assignmentform of Exhibit I hereto, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,5003,500 payable to the Agent, such fee to paid by either the assigning Lender or the assignee Lender or shared between such Lenders. Promptly following its receipt of such Each Lender Assignmentshall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or Notes any participating interest therein to become (if anyi) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and feeno Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the Agent shall accept and record such Lender Assignment in the Registersubstantial equivalent thereof.

Assignment by Lenders. Each Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Pro Rata Share and the Advances same portion of the Loans at the time owing to it, it and its participations participating interest in the risk relating to any Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by itAccommodations); provided, however, provided that (i) unless such assignment is to an Affiliate of a Lender or to a Person which is, at the time of such assignment, a Lender hereunder, so long as no Default or Event of Default shall have occurred and be continuing, the Agent shall have given its prior written consent to such assignment (with such consent not to be unreasonably withheld), (ii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund)this Agreement, (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereofin an amount that is not less than $5,000,000 and if greater, in whole multiples of $1,000,000, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), a Lender Assignmentan Assignment and Acceptance, together with any Note or Notes substantially in the form of Exhibit D hereto (if any) an "Assignment and Acceptance"), subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date for such assignment specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation fee upon payment to the Agent of $3,500. Promptly following its receipt of such Lender Assignmentthe registration fee, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment referred to in the RegisterSection 12.8, be released from its obligations under this Agreement.

Assignment by Lenders. Each So long as no Unmatured Facility Termination Event, Facility Termination Event, Unmatured Services Provider Event of Default or Services Provider Event of Default has occurred and is continuing, no Lender may assign make any assignment, and no such assignment shall be permitted, without the prior written consent of the Borrower (which consent, if such assignment is to one a Person other than a Competitor, shall not be unreasonably withheld, delayed or more Eligible Assignees all conditioned) other than any proposed assignment (i) to an Affiliate of such Lender, (ii) to another Lender hereunder or (iii) if (x) such Lender makes a portion reasonable determination that its ownership of any of its rights or obligations hereunder (and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes other similar facilities (if any) held by it); providedsuch Lender) is prohibited by the Xxxxxxx Rule and (y) to the extent such Lender is permitted by the applicable documentation, however, that (i) each such assignment shall be of Lender is making commercially reasonable efforts to assign its interest in other similar facilities in a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect manner similar to such proposed assignment) shall in no event be less , to any Person other than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed)Competitor; provided that the Borrower Lenders shall not assign any interest in, or sell a participation in any Advance (or portion thereof) or its Commitment (or any portion thereof), to the Equityholder or any Affiliate thereof without the prior written consent of the Facility Agent in its sole discretion; provided, further that in the event that any Lender shall assign any interest in, or sell a participation in any Advance (or portion thereof) or its Commitment (or any portion thereof), to the Equityholder or any Affiliate thereof, then the Equityholder or such Affiliate thereof shall have no right to vote, consent or object to any requirements set forth in this Agreement and any Advances held by the Equityholder or such Affiliate thereof shall be deemed to have consented to not outstanding for purposes of any such vote, consent or objection. Each Lender shall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. The Lenders shall provide notice of any assignment unless it shall object thereto by written notice such Lender to the Agent within ten Business Days after having received notice thereof, Borrower and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the RegisterServices Provider.

Assignment by Lenders. Each (a) Except as provided herein, each Revolving Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under the Loan Documents this Agreement (including, without limitation, including all or a portion of its Commitment, Pro Rata Share) together with the Advances Loans at the time owing to it, it and its participations participating interest in Letters the risk relating to any Revolving Letter of Credit and Swingline Advances, and the Note or Notes (if any) held by it)Accommodations; provided, however, provided that (i) each unless such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant is to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of, or a successor to, a Lender, an Approved Fund of such Lender or Approved Fund)to a Person which is, (iii) except as set forth in clause (ii) belowat the time of such assignment, a Lender hereunder, the Agent, each LC Issuing Bank Revolving Administrative Agent and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the BorrowerParent, shall have consented given its prior written consent to such assignment (in each case, which may with such consent not to be unreasonably withheld or delayedwithheld); provided that the Borrower , (ii) each assignment shall be deemed to have consented to any in an amount that is not less than the lesser of (x) $1,000,000 and (y) the aggregate amount of such assignment unless it shall object thereto by written notice to assigning Lender’s Revolving Loan Commitment and, if greater, in whole multiples of $1,000,000 (or if less, the Agent within ten Business Days after having received notice remaining amount thereof), and (iv) the parties to each such assignment shall execute and deliver to the Agent, Revolving Administrative Agent for its acceptance and recording in the RegisterRevolving Register an Assignment and Acceptance, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date for such assignment specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and a processing and recordation fee upon payment to the Revolving Administrative Agent of $3,500. Promptly following its receipt of such Lender Assignmentthe registration fee, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment referred to in the RegisterSection 12.8, be released from its obligations under this Agreement.

Assignment by Lenders. Each So long as no Event of Default or Servicer Event of Default has occurred and is continuing, no Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advancesmake any assignment, and the Note or Notes (if any) held by it); provided, however, that (i) each no such assignment shall be of a constant, and not a varying, percentage of all permitted without the prior written consent of the assigning Agent in its sole discretion and the Borrower (not be unreasonably withheld, delayed or conditioned); provided that in no event shall any assignment be made to a Competitor or any Person included in the Disqualified Investor List provided in Schedule 4, as updated by the Borrower with notice to the Agent from time to time, without prior written consent of the Borrower; provided further, that the prior written consent of the Borrower shall not be required for any proposed assignment (i) to an Affiliate of such Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning to another Lender being assigned hereunder; provided further that no such assignment pursuant to each this clause (ii) shall be permitted if, after giving effect to such assignment (determined as of on a pro forma basis), the date of Agent (together with its Affiliates) would fail to constitute the Required Lenders or (iii) if to the extent such Lender Assignment with respect is permitted by the applicable documentation, such Lender is making commercially reasonable efforts to assign its interest in other similar facilities in a manner similar to such proposed assignment, to any Person other than a Competitor, (iv) shall in no event be less by a Conduit Lender to a Liquidity Bank, an Affiliate or its related Lender Agent or to a third party pursuant to the terms of a Liquidity Agreement (other than the lesser a Competitor), (v) by any assignee of the amount of a Conduit Lender contemplated by clause (iv) above back to such Lender’s then remaining Commitment and $5,000,000 Conduit Lender or any whole multiple of $1,000,000 in excess thereof an Affiliate or (except vi) in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate assignment of such Lender any Commitment (or Approved Fundany portion thereof) or any Loan (or any portion thereof), (iii) except as set forth in clause (ii) belowthe assignee executes and delivers to the Servicer, the Borrower, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred the Collateral Administrator and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Collateral Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording a fully executed Assignment Agreement substantially in the Register, a Lender Assignmentform of Exhibit I hereto, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,5003,500 payable to the Agent, such fee to paid by either the assigning Lender or the assignee Lender or shared between such Lenders. Promptly following its receipt of such Each Lender Assignmentshall endorse the Notes to reflect any assignments made pursuant to this Article XV or otherwise. No party to this Agreement shall allow any interest in this Agreement, any Note or Notes any participating interest therein to become (if anyi) traded on an established securities market (as defined in Treasury Regulations Section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the substantial equivalent thereof (as defined in Treasury Regulations Section 1.7704-1(c)), and feeno Person shall transfer, assign or participate any interest in this Agreement, any Note or any participating interest therein in any such established securities market or any such secondary market or the Agent shall accept and record such Lender Assignment in the Registersubstantial equivalent thereof.

Assignment by Lenders. Each Lender may freely assign to one any Eligible Assignee, without the consent of the Borrower, ADT or more the Servicer except as required pursuant to clause (iv) of the definition of Eligible Assignees Assignee, all or a portion of its rights and obligations under the Loan Documents this Agreement or in any other Transaction Document (including, without limitation, including all or a portion of its Commitmentinterest in the Loans and the security interest in the Pool Receivables or Related Assets) in each case, with the prior written consent (such consent not to be unreasonably withheld) of the Collateral Agent, the Advances owing Administrative Agent, the related Group Agent and with prior written notice to it, Servicer (on its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by itBorrower’s behalf); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Collateral Agent, the Administrative Agent, each Group Agent and the Servicer (on its and the Borrower’s behalf), for its acceptance and recording in the Register, a Lender Assignmentduly executed and enforceable Assignment and Acceptance Agreement. From and after the effective date specified in such Assignment and Acceptance Agreement, together with any Note or Notes (if anyx) subject the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such assignment Assignment and Acceptance Agreement, have the rights of a processing Lender thereunder and recordation fee (y) the assigning Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement. In addition, any Lender that constitutes a banking institution may assign all or any portion of $3,500. Promptly following its receipt of rights (including its interest in the Loans and the security interest in the Pool Receivables or Related Assets) under this Agreement to any Federal Reserve Bank or any central bank having jurisdiction over such Lender Assignment, Note without notice to or Notes (if any) and feeconsent of the Borrower, the Agent shall accept and record such Lender Assignment in Servicer, any other Lender, the RegisterCollateral Agent, or the Administrative Agent.

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement without the Loan Documents (includingconsent of the Borrower, without limitationany Guarantor or any other Lender, but in compliance with all or a portion of its Commitmentapplicable laws; PROVIDED, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, howeverHOWEVER, that no interest in any Loans may be sold, assigned or otherwise transferred except with the prior consent of the Administrative Agent (i) each such which consent shall not be unreasonably withheld or delayed). Except in the case of an assignment shall be to a Lender or an Affiliate of a constant, and not a varying, percentage Lender or an assignment of all the entire remaining amount of the assigning Lender’s rights and obligations under the Loan Documents's Loans, (ii) the amount of the Commitment Loans of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Lender Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event not be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that unless the Borrower otherwise consents. Each partial assignment shall be deemed to have consented to any such made as an assignment unless it shall object thereto by written notice to of a proportionate part of all the Agent within ten Business Days after having received notice thereof, assigning Lender's rights and (iv) the obligations under this Agreement. The parties to each such assignment shall execute and deliver to the AgentAdministrative Agent an Assignment and Acceptance. Upon recording thereof pursuant to SECTION 8.3, for from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its acceptance and recording obligations under this Agreement (and, in the Registercase of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 2.7, 2.10 and 2.11 and ARTICLE XIV). Any assignment or transfer by a Lender Assignment, together of rights or obligations under this Agreement that does not comply with any Note or Notes (if anythis SECTION 8.1(A) subject to such assignment and shall be treated for purposes of this Agreement as a processing and recordation fee of $3,500. Promptly following its receipt of sale by such Lender Assignment, Note or Notes (if any) of a participation in such rights and fee, the Agent shall accept and record such Lender Assignment obligations in the Registeraccordance with SECTION 8.1(B).

Assignment by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitments and the Loans at the time owing to it); provided that (a) except in the case of an assignment to a Lender, the Borrower and, in the case of an assignment of all or a portion of a Commitment or any Lender’s obligations in respect of its LC Exposure, the Issuing Bank, must give its prior written consent to such assignment, which consent from the Borrower or Issuing Bank, as applicable, shall not be unreasonably withheld or delayed, and (b) except in the case of an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment, the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); (c) the Borrower’s consent shall not be required with respect to any assignment made at any time after the occurrence and during the continuance of an Event of Default, (d) except in the case of an assignment to a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the Advances owing amount of the Commitment of the assigning Lender subject to iteach such assignment (determined as of the date on which the Assignment and Assumption relating to such assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000, its participations in Letters unless each of Credit and Swingline Advances, the Borrower and the Note or Notes (if any) Administrative Agent otherwise consent in writing and the amount held by it); provided, however, that (i) each Lender after each such assignment shall not be less than U.S. $5,000,000, unless each of the Borrower and the Administrative Agent otherwise consent in writing, (e) each partial assignment in respect of a constantCommitment and the related Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitment and the related Loans, (f) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (except in the case of an assignment to a Lender) a processing and recordation fee of U.S.$3,500, payable by the assigning Lender, (g) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and not (h) no assignment may be made to any Credit Party, any Affiliate of a varyingCredit Party, percentage or a Defaulting Lender. The Administrative Agent shall provide the Borrower and each Lender with written notice of any change in (or new) address of a Lender disclosed in an Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to Section 9.4(4), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, shall have all of the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the Loan Documentsbenefits of Sections 2.12, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such 2.13, and 2.14 and 9.3). Any assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between transfer by a Lender and an Affiliate of rights or obligations under this Agreement that does not comply with Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender or Approved Fundof a participation in such rights and obligations in accordance with Section 9.4(5), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register.Tahoe Resources Inc. - Credit Agreement

Assignment by Lenders. Each Lender may hereby agrees to sell and assign on the Effective Date to one or more Eligible Assignees all or a any other Lender, such portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and Swingline Advances, and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Credit Agreement, including, without limitation, any outstanding loans or advances thereunder and any participation in any Letters of Credit, as shall be required for the Revolving Credit Commitments of each Lender, to be as set forth on Schedule I, with each such Lender holding a pro rata share of the Revolving Credit Outstandings, in each case for an amount equal to the principal balance of all such loans sold and assigned by such other Lender. Each Lender assigning its rights and obligations under the Credit Agreement in accordance with this Section 4: (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan DocumentsDocument or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with , any Loan Documents or any other instrument or document furnished pursuant thereto; and (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment makes no representation or warranty and assumes no responsibility with respect to such assignment) shall in no event be less than the lesser financial condition of any Loan Party or the amount performance or observance by any Loan Party of such Lender’s then remaining Commitment and $5,000,000 any of its obligations under any Loan Document or any whole multiple of $1,000,000 in excess thereof (except in other instrument or document furnished pursuant thereto. Each Lender agrees that, upon the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund)Administrative Agent’s request, (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance Administrative Agent an Assignment and recording in Acceptance to evidence such sale and purchase and shall deliver to the Register, a Lender Assignment, together with Administrative Agent any Revolving Credit Note or Notes (if anythe assigned loans are evidenced by Revolving Credit Notes) subject to such assignment Assignment and a processing and recordation fee of $3,500. Promptly following its receipt Acceptance; provided, however, that the failure of such Existing Lender Assignment, Note or Notes to execute an Assignment and Acceptance shall not render such sale and purchase (if anyand the corresponding assignment) and fee, the Agent shall accept and record such Lender Assignment in the Registerinvalid.

Assignment by Lenders. Each Lender may may, upon the written consent --------------------- of the Administrative Agent and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld), assign to one or more Eligible Assignees Transferees all or a portion of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance Agreement substantially in the Loan Documents form of Exhibit D (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit an "Assignment and Swingline Advances, and the Note or Notes (if anyAcceptance") held by it); ------------------------- provided, however, that (i) each any such assignment shall be in the aggregate -------- ------- amount of a constantat least $10,000,000 or such lesser amount to which the Company has consented (or if the aggregate amount of any Lender's Loans and Commitments is less than $10,000,000, then the entire amount of such Lender's Loans and Commitments), and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) assignee shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender or Approved Fund), (iii) except as set forth in clause (ii) below, the Agent, each LC Issuing Bank and, so long as no Unmatured Default or Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice pay to the Administrative Agent within ten Business Days after having received notice thereof, and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,5002,500. Promptly following Any such assignment will become effective upon the recording by the Administrative Agent of such assignment in the Register of the resultant effects thereof on the Commitment of the assignor and assignee, and the principal amount outstanding of the Loans owed to the assignor and assignee, the Administrative Agent hereby agreeing to effect such recordation no later than five Business Days after its receipt of such Lender Assignment, Note or Notes (if any) an Assignment and feeAcceptance executed by all parties thereto. Promptly after receipt of an Assignment and Acceptance executed by all parties thereto, the Administrative Agent shall accept send to the Company a copy of such executed Assignment and record Acceptance. Upon receipt of such Lender executed Assignment and Acceptance, the Company, will, at its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear on the Register, whereupon the Administrative Agent shall redeliver the Note being assigned, as received from the Assignor, to the Company. Upon the effectiveness of any assignment pursuant to this subsection, the assignee shall be deemed automatically to have become a party hereto, if not already a party hereto, and shall become a "Lender," if not already a "Lender," for all purposes of this Agreement and the other Financing Documents. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender no longer holds any rights or obligations under this Agreement, such assigning Lender shall cease to be a "Lender" hereunder). The Administrative Agent will prepare on the last Business Day of each month during which an assignment has become effective pursuant to this subsection a new schedule giving effect to all such assignments effected during such month, and will promptly provide the same to the Company, the Issuing Bank and each of the Lenders.