Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Assignments by Lenders. Each Lender Any of the Lenders may assign to one or more Eligible Assignees Transferees all or any a portion of such Lender’s interests, their rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments the Commitment and the Loans (including for purposes hereofat the time owing to it); provided, its participations in L/C Obligations however, that so long as no Default or Event of Default has occurred and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignmentcontinuing, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial no such assignment shall be made to any Excluded Person, Borrower, an Affiliate of Borrower, or any employees or directors of Borrower; provided further that so long as an no Default or Event of Default has occurred and is continuing, the assigning Lender shall require the prior written consent of the Borrower (which consent shall not be unreasonably withheld, and shall be deemed given if Borrower does not respond to the assigning Lender within five (5) Business Days of receiving written notice of such intended assignment of a proportionate amount of all of by the assigning Lender), except that the assigning Lender may at any time without the Borrower’s consent, pledge or assign any of its rights and or obligations under this Agreement with respect hereunder to a Permitted Transferee. Subject to the Loans and Commitments assigned (except this clause (c) shall not apply recording thereof by the Lenders pursuant to the Swingline Lender’s rights and obligations in the Swingline LoansSection 12.05(c), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumptionand Acceptance, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And Assumptionand Acceptance, have the rights, duties, rights and obligations of a Lender hereunderthe Lenders under this Agreement, and (b) correspondingly the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And Assumptionand Acceptance, be released from its duties obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of a Lender’s rights and obligations under this Agreement Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to all indemnification the benefits of Section 5 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to factsSection 12.03. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), events, and circumstances occurring prior to the effective date of such assignment200.83 AND 230.406. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption[****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible AssigneesTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender12.05(e).

Assignments by Lenders. Each A Lender may assign to one at any time sell, assign, delegate or more Eligible Assignees otherwise transfer all or any portion part of the rights and duties of such Lender’s interests, rights and obligations set forth in Lender under this Agreement or and the other Credit DocumentsLoan Documents to any of the following Persons (an “Assignee”), including all in each case subject to any applicable consent requirements specified herein: (i) any Lender or any Affiliate of a portion Lender or (ii) any other Person with the prior written consent of the Administrative Borrower (which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Administrative Borrower shall be deemed to have given its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid consent unless Administrative Borrower shall object thereto by written notice to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, within ten (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (510) Business Days after notice thereof has actually been delivered by the execution thereofAdministrative Agent or the assigning Lender to Administrative Borrower); provided that, the consent of Administrative Borrower shall not be required under this sub-clause (aii) if an Event of Default has occurred and is continuing or for any such sale, assignment or transfer in connection with a sale of all or substantially all of the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations assets of a Lender or all or substantially all of the loans or asset based loans of a Lender. Notwithstanding anything to the contrary contained herein, the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person that is not a Lender or an Affiliate of a Lender. Each Loan Party hereby authorizes each Lender to disseminate, subject to a written confidentiality agreement with any Assignee or prospective Assignee on terms substantially similar to the confidentiality terms hereunder, and (b) the assigning Lender thereunder shall, any information it has pertaining to the extent provided in such Assignment And AssumptionObligations, including without limitation, complete and current credit information on the Loan Parties and any of their principals to any Assignee or prospective Assignee. Each Loan Party hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower and each other Loan Party to the Assignee and that the Assignee shall be released from its duties and obligations under this Agreement but shall continue considered to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderhereunder.

Assignments by Lenders. Each Any Lender may assign all or any part of ---------------------- such Lender's Maximum Commitment, subject to one the consent of the Companies, which consent shall not be unreasonably withheld, to any other Lender or more Eligible Assignees to any other party not a party to this Agreement as of the date hereof; provided, however, that (x) the accepting Lender or other accepting party shall be a financial institution with capital of at least $100,000,000, (y) the accepting Lender's or other accepting party's Maximum Commitment shall be no less than $5,000,000, and (z) the assigning Lender's Maximum Commitment after such assignment shall be no less than $10,000,000; except that any Lender may at any time pledge or assign all or any portion of such Lender’s interests, 's rights and obligations set forth in under this Agreement or and the other Credit Documents, including all or Documents to a portion of its Commitments Federal Reserve Bank. Any assignment hereunder shall be in form and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to content approved by the Administrative Agent which such approval shall not be unreasonably withheld. Upon any such assignment (i) this Agreement will be amended by either the assigning Lender or parties hereto and by the Eligible Assignee in connection with party receiving the assignment to reflect such assignment, (bii) if less than all of the assigning Lender’s Commitments Administrative Agent will deliver an updated Commitment Schedule to the Companies and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00)Lenders reflecting such assignment, (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (diii) the parties to each outstanding Loans will be reallocated among the Lenders (including the party receiving the assignment) in accordance with such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptanceupdated Commitment Schedule, and (eiv) such Assignment And Assumption does if the party receiving the assignment is not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be currently a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And AssumptionAgreement, the assigning Lender thereunder and the Assignee thereunder confirm Companies will deliver a Note to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderparty.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) at the time owing to it); provided that (a) an administrative fee except in the case of an assignment of the entire remaining amount of Five Thousand 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 ($5,000.00which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is paid not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent by either or, if "Trade Date" is specified in the assigning Lender or Assignment and Assumption, as of the Eligible Assignee in connection with the assignment, (bTrade Date) if shall not be less than all of $5,000,000 (and the assigning Lender’s Commitments and Loans is to be assigned, the remaining aggregate amount of the Commitments and Loans so assigned Commitment of such assigning Lender shall not be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.005,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (c) each such consent not to be unreasonably withheld or delayed); each partial assignment shall be made as an assignment of a proportionate amount part of all of the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) Loan or the Commitment assigned; any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not apply to the Swingline Lender’s rights be unreasonably withheld; and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative AgentAgent an Assignment and Assumption, for its acceptancetogether with a processing and recordation fee of $3,500, and (e) such Assignment And Assumption does the Eligible Assignee, if it shall not require be a Lender, shall deliver to the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes Administrative Agent an Administrative Questionnaire. 50 Subject to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recordingrecording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment And and Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And and Assumption, have the rights, duties, rights and obligations of a Lender hereunderunder this Agreement, and (b) the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And and Assumption, be released from its duties 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 Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to all indemnification the benefits of Sections 9.3 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 9.4 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section paragraph shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 paragraph (d) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion part of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion any of its Commitments Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Loans (including for purposes hereofLetter of Credit Issuer, its participations in L/C Obligations and Swingline Loans) which consent shall not be unreasonably withheld; provided that (ai) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an administrative fee in the amount Affiliate of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the Eligible Assignee in connection with the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (bii) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each any such partial assignment shall be made as in an amount at least equal to $5,000,000, unless such partial assignment of a proportionate amount of all of the assigning is to another Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned ; (except this clause (ciii) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and deliver its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment And Assumption Agreement in the form of Exhibit F hereto, including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Administrative Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, for its acceptancethe Letter of Credit Issuer and Holdings (to the extent, and (e) such Assignment And Assumption does not require if any, required), the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder assignee shall be a party hereto andhave, to the extent of such assignment (unless otherwise provided in such Assignment And Assumptionassignment with the consent of the Agent and the Letter of Credit Issuer), have the rightsobligations, duties, rights and obligations benefits of a Lender hereunderhereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (bor portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender thereunder shall, to the extent provided in of such Assignment And Assumptionassignment, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any share of the Total Commitment Amount, Loans and Letters of Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderso assigned.

Assignments by Lenders. Each Any Lender may assign all or any part ---------------------- of such Lender's Maximum Commitment, subject to one the consent of the Companies, which consent shall not be unreasonably withheld, to any other Lender or more Eligible Assignees to any other party not a party to this Agreement as of the date hereof; provided, however, that (x) the accepting Lender or other accepting party shall be a financial institution with capital of at least $100,000,000, (y) the accepting Lender's or other accepting party's Maximum Commitment shall be no less than $5,000,000, and (z) the assigning Lender's Maximum Commitment after such assignment shall be no less than $10,000,000; except that any Lender may at any time pledge or assign all or any portion of such Lender’s interests, 's rights and obligations set forth in under this Agreement or and the other Credit DocumentsDocuments to a Federal Reserve Bank. Any assignment hereunder shall be in form and content approved by the Administrative Agent which such approval shall not be unreasonably withheld. Upon any such assignment (i) this Agreement will be amended by the parties hereto and by the party receiving the assignment to reflect such assignment, including all or a portion of its Commitments and (ii) the Loans (including for purposes hereofAdministrative Agent will deliver an updated Commitment Schedule to the Companies, its participations in the L/C Obligations Bank and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the Lenders reflecting such assignment, (biii) the outstanding Loans will be reallocated among the Lenders (including the party receiving the assignment) in accordance with such updated Commitment Schedule, (iv) if less than all of the assigning Lender’s Commitments and Loans party receiving the assignment is not currently a party to be assignedthe Agreement, the amount of Companies will deliver a Note to such party, and (v) if the Commitments and Loans so assigned shall be for an aggregate principal amount of party receiving the assignment is not less than Five Million Dollars ($5,000,000.00)currently a party to the Agreement, (cA) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall party will execute and deliver an Assignment And Assumption to the Administrative AgentL/C Bank a Participation Agreement in form and substance satisfactory to the L/C Bank, for its acceptance(B) all existing Participation Agreements shall be deemed concurrently amended to reflect the adjustment of the Percentage Shares of the Lenders, including the new Lender, thereunder, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (aC) the Assignee thereunder L/C Bank shall be promptly issue a party hereto andnew Participation Certificate to each Lender, to including the extent provided in new Lender, reflecting such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and Lender's revised Participation Share (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests defined in the Commitments, Participation Agreement) in the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderL/C Obligations.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (ai) an administrative fee in the aggregate amount of Five Thousand the Commitment ($5,000.00which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is paid not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the 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 the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); and (ii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,000, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by either the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the 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 or thereunder shall, to the Eligible Assignee in connection with the assignment, (b) if less than all extent of the assigning Lender’s Commitments interest assigned by such Assignment and Loans is to Assumption, be assignedreleased from its obligations under this Agreement (and, in the amount case of the Commitments an Assignment and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of Assumption covering all of the assigning Lender’s rights and obligations under this Agreement with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (bhereto) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 10.05, 10.06 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 11.03 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section paragraph shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 paragraph (d) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning LenderXxxxxx’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning LenderXxxxxx’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders Xxxxxxx may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender Xxxxxx having been a Defaulting Lender.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion part of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion any of its Commitments Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Loans (including for purposes hereofLetter of Credit Issuer, its participations in L/C Obligations and Swingline Loans) which consent shall not be unreasonably withheld; provided that (ai) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an administrative fee in the amount Affiliate of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the Eligible Assignee in connection with the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (bii) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each any such partial assignment shall be made as in an amount at least equal to $5,000,000, unless such partial assignment of a proportionate amount of all of the assigning is to another Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned ; (except this clause (ciii) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and deliver its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment And Assumption Agreement in the form of Exhibit F hereto, including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Administrative Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, for its acceptancethe Letter of Credit Issuer and Holdings (to the extent, and (e) such Assignment And Assumption does not require if any, required), the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder assignee shall be a party hereto andhave, to the extent of such assignment (unless otherwise provided in such Assignment And Assumptionassignment with the consent of the Agent and the Letter of Credit Issuer), have the rightsobligations, duties, rights and obligations benefits of a Lender hereunderhereunder holding the share of the Total Commitment Xxxxxx, Loans and Letters of Credit (bor portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender thereunder shall, to the extent provided in of such Assignment And Assumptionassignment, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any share of the Total Commitment Amount, Loans and Letters of Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderso assigned.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereofof this subsection (b), its participations in L/C Obligations and Swingline LoansObligations) at the time owing to it); provided that (ai) an administrative fee except in the case of an assignment of the entire remaining amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments Commitment and the Loans is at the time owing to be assignedit 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 Commitments Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Loans so assigned Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” 101 is specified in the Assignment and Assumption, as of the Trade Date, shall not be for an aggregate principal amount of not less than Five Million Dollars $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, GFI, otherwise consents ($5,000,000.00each such consent not to be unreasonably withheld or delayed), ; (cii) each partial assignment shall be made as an assignment of a proportionate amount part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent 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 the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 3.01, 3.04, 3.05, 11.04 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 11.05 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment). By executing Upon request, each Borrower (at its expense) shall execute and delivering an Assignment And Assumption, deliver a Note to the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assigneesassignee Lender. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section subsection shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 subsection (d) of this AgreementSection. Except In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the extent otherwise expressly agreed other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in writing an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the affected partiesassignee of participations or subparticipations, no or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment by of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender will constitute a waiver or a release for all purposes of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderthis Agreement until such compliance occurs.

Assignments by Lenders. Each Lender Subject to the following sentence, any of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or any a portion of such Lender’s interests, their rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments the Commitment and the Loans at the time owing to it) and the other Loan Documents; provided that, to the extent that no Event of Default has occurred and is continuing (including for purposes hereofx) no such assignment may be made to an Ineligible Assignee and (y) the prior written consent of Borrower (which consent shall not be unreasonably withheld, its participations in L/C Obligations and Swingline Loansconditioned or delayed) must be obtained; provided further that (ai) unless an administrative fee Event of Default has occurred and is continuing, immediately following such assignment, “Majority Lenders” must remain comprised of Initial Lender and/or any other Affiliates of Oberland Capital Healthcare Master Fund II LP (“Oberland”), and (ii) Initial Lender shall be jointly and severally liable with its assignee (or assignees, in the amount case of Five Thousand ($5,000.00more than one assignment by Initial Lender) is paid to for such assignee Lender(s)’ Commitments through the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all last day of the assigning Lender’s Commitments and Loans is to be assignedCommitment Period. Notwithstanding the foregoing, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial no such assignment shall be made as to Borrower, an assignment Affiliate of a proportionate amount Borrower, or any employees or directors of all of the assigning Lender’s rights and obligations under this Agreement with respect Borrower at any time. Subject to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to recording thereof by the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes Agent pursuant to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recordingSection 15.05(d), from and after the effective date specified in each Assignment And Assumptionand Acceptance, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And Assumptionand Acceptance, have the rights, duties, rights and obligations of a Lender hereunderthe Lenders under this Agreement and the other Loan Documents, and (b) correspondingly the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such ​ ​ ​ Assignment And Assumptionand Acceptance, be released from its duties obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of a Lender’s rights and obligations under this Agreement Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to all indemnification the benefits of Article V and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible AssigneesSection 15.03. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section 15.05(b) shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender15.05(e).

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.. 128

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereofof this subsection (b), its participations in L/C Obligations and Swingline in Swing Line Loans) at the time owing to it); provided that (ai) an administrative fee except in the case of an assignment of the entire remaining amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments Commitment and the Loans is at the time owing to be assignedit or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitments Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Loans so assigned 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 for an aggregate principal amount of not less than Five Million Dollars $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents ($5,000,000.00each such consent not to be unreasonably withheld or delayed), ; (cii) each partial assignment shall be made as an assignment of a proportionate amount part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (or the Commitment assigned, except that this clause (cii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the Swingline Lender’s rights L/C Issuer and obligations in Swing Line Lender unless the Swingline LoansPerson that is the [CREDIT AGREEMENT] proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), ; and (div) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment And Assumption and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes Agent an Administrative Questionnaire. Subject to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recordingrecording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment And and Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And and Assumption, have the rights, duties, rights and obligations of a Lender hereunderunder this Agreement, and (b) the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And and Assumption, be released from its duties 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 Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to all indemnification the benefits of Sections 3.01, 3.04, 3.05, and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 10.04 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment. By executing Upon request, Borrower (at its expense) shall execute and delivering an Assignment And Assumption, deliver a Note to the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assigneesassignee Lender. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section subsection shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 subsection (d) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Subject to the conditions set forth below, any Lender may assign to one or more Eligible Assignees Persons (other than an Ineligible Institution) all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) at the time owing to it); provided that (ai) an administrative fee except in the amount case of Five Thousand ($5,000.00) is paid an assignment to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent by either must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the assigning case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the Eligible Assignee in connection with the assignment, (b) if less than all entire remaining amount of the assigning Lender’s Commitments and Loans is to be assignedCommitment, the amount of the Commitments Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Loans so assigned Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be for an aggregate principal amount of not less than Five Million Dollars $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent ($5,000,000.00which consent shall not be unreasonably withheld or delayed), (ciii) each partial assignment shall be made as an assignment of a proportionate amount part of all the assigning Lender’s rights and obligations under this Agreement, (iv) no such assignment shall be permitted to be made to an Ineligible Institution, (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and (vi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that (x) any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default has occurred and is continuing and (y) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received written notice thereof. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 2.12, 2.13, 2.14 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees9.03). Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section paragraph shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 paragraph (e) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline LoansM&T Advances) provided that (a) an administrative fee in the amount of Five Thousand Dollars ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignmentassignment (unless waived by the Administrative Agent), (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) except with respect to M&T Bank’s rights and obligations in the M&T Advances, each partial assignment by a Lender shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans)assigned, (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and And Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Assignments by Lenders. Each Lender may assign all or a portion of ---------------------- its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Schedule XIV to one or more Eligible Assignees all ------------ with, in the case of an assignment other than to a Lender or any portion an affiliate of such Lender’s interestsa Lender the prior written consent of the Borrowers so long as no Event of Default then exists, rights and obligations set forth in this Agreement which consent will not be unreasonably withheld or the other Credit Documentsdelayed, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee any such assignment shall be in the -------- a minimum aggregate amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount 5,000,000 of the Commitments and Loans so assigned shall be for an aggregate principal amount in integral multiples of not less than Five Million Dollars ($5,000,000.00)1,000,000 above such amount, (c) and that each partial such assignment shall be made as an assignment of a proportionate amount constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) Agreement. Any assignment hereunder shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption be effective upon delivery to the Administrative Agent, Agent of written notice of the assignment together with a transfer fee of $2,500 payable to the Administrative Agent for its acceptance, own account. The assigning Lender will give prompt notice to the Administrative Agent and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws Borrowers of any statesuch assignment. Upon the effectiveness of any such execution, delivery, acceptance and recording, from assignment (and after notice to the effective date specified in each Assignment And AssumptionBorrowers as provided herein), which effective date is at least five (5) Business Days after the execution thereof, (a) assignee shall become a "Lender" for all purposes of this Agreement and the Assignee thereunder shall be a party hereto other Credit Documents and, to the extent provided in of such Assignment And Assumptionassignment, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, shall be relieved of its obligations hereunder to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to factsLoans, events, Participation Interests and circumstances occurring prior to the effective date of such assignmentCommitments being assigned. By executing and delivering an Assignment And Assumptionassignment agreement in accordance with this Section 12.04(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties to this Agreement hereto as follows: (i) such assigning Lender warrants that it is the facts legal and matters beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption. Lenders may only assign assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrowers or any Restricted Subsidiary or the performance or observance by the Borrowers or any Restricted Subsidiary of any of their interests in respective obligations under this Agreement, any of the Commitmentsother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the Loansother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents Documents; (vi) such assignee appoints and authorizes the Administrative Agent to Eligible Assignees. Any assignment take such action on its behalf and to exercise such powers under this Agreement or transfer any other Credit Document as are delegated to the Administrative Agent by a Lender of rights the terms hereof or obligations under the Credit Documents thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations it will perform in accordance with Section 10.03 their terms all the obligations which by the terms of this Agreement. Except Agreement and the other Credit Documents are required to the extent otherwise expressly agreed in writing be performed by the affected parties, no assignment by it as a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Assignments by Lenders. Each Any Lender may assign to one or more Eligible Assignees all or Persons (“Purchasing Lenders”), which Purchasing Lender shall, if other than Key Equipment Finance Inc., be acceptable to (i) the Agent in its sole discretion and (ii) prior to the occurrence of an Event of Default, the Borrower (such consent not to be unreasonably withheld), any portion of its Commitment as a Lender hereunder and Loan Amount pursuant to a supplement hereto (a “Transfer Supplement”) in form satisfactory to the Agent executed by each such Purchasing Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments such selling Lender and the Loans (including for purposes hereofAgent. Each Purchasing Lender, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative if other than Key Equipment Finance Inc., shall pay a fee in the amount of Five Thousand ($5,000.00) is paid 3,000 to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the such assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each . Any partial assignment shall be made as an assignment of an identical percentage of such selling Lender’s Loan Amount and its Commitment as a proportionate amount of all Lender hereunder. Upon the execution and delivery to the Agent of the assigning Lender’s rights Transfer Supplement and obligations under this Agreement with respect payment by the Purchasing Lender to the Loans and Commitments assigned (except this clause (c) shall not apply to selling Lender of the Swingline Lender’s rights and obligations in the Swingline Loans)agreed purchase price, (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder selling Lender shall be a party hereto and, released from its obligations hereunder to the extent provided in of such Assignment And Assumption, assignment and such Purchasing Lender shall for all purposes be a Lender party hereto and shall have all the rights, duties, rights and obligations of a Lender hereunderhereunder to the same extent as if it were an original party hereto. The Agent shall maintain at its address referred to herein a copy of each Transfer Supplement delivered to and accepted by it and a register for the recordation of the names, addresses and Commitment of the Lender and the Loan Amount of each Loan made by the Lender from time to time (the “Lender Register”). The entries in the Lender Register shall be conclusive and binding for all purposes, absent manifest error, and (b) the assigning Lender thereunder shallBorrower, to the extent provided in such Assignment And Assumption, be released from its duties Custodian and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with may treat each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests Person whose name is recorded in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by Lender Register as a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated hereunder for all purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing The Lender Register shall be available for inspection by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of at any claim of any party hereunder arising reasonable time and from that Lender having been a Defaulting Lendertime to time upon reasonable prior notice.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereofof this subsection (b), its participations in L/C Obligations and Swingline LoansObligations) at the time owing to it); provided that (ai) an administrative fee except in the case of an assignment of the entire remaining amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments Commitment and the Loans is at the time owing to be assignedit 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 Commitments Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Loans so assigned Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be for an aggregate principal amount of not less than Five Million Dollars $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, GFI, otherwise consents ($5,000,000.00each such consent not to be unreasonably withheld or delayed), ; (cii) each partial assignment shall be made as an assignment of a proportionate amount part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent 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 the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 3.01, 3.04, 3.05, 11.04 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 11.05 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment). By executing Upon request, each Borrower (at its expense) shall execute and delivering an Assignment And Assumption, deliver a Note to the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assigneesassignee Lender. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section subsection shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 subsection (d) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees Institutions all or any a portion of such Lender’s interestsits interest, rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment) and the Loans other Loan Documents; provided, however, that with respect to any assignment, (including for purposes hereof, its participations in L/C Obligations and Swingline Loansi) provided that unless the assignee is (aprior to the effective time of the assignment) an administrative fee in the amount existing Lender or an Affiliate of Five Thousand ($5,000.00) is paid to an existing Lender, the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignmentand, if no Event of Default has occurred and is continuing, Multicare (b) if less than all on behalf of the assigning Lender’s Commitments and Loans is Borrowers) must give their prior written consent to such assignment (which consents shall not be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00unreasonably withheld), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (dii) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative AgentAgent and, unless an Event of Default has occurred and is continuing Multicare (on behalf of the Borrowers), for its their acceptance, an Assignment and Acceptance Agreement in substantially the form of Exhibit F hereto (the "Assignment and Acceptance"), together with (A) any Note subject to such assignment, and (eB) a processing and recordation fee of $3,500.00 or such Assignment And Assumption does lesser amount as is required for the Administrative Agent to receive an aggregate amount equal to $3,500.00 under this Agreement and the Acquisition Corp. Credit Agreement in respect of such transfer, (iii) with respect to any assignment of or interest hereunder, such Lender shall contemporaneously assign to the same assignee a proportionately equal amount of its interest in the Acquisition Corp. Credit Agreement, (iv) no Lender may make a partial assignment if the amount of its portion of the Commitment and (without duplication) the outstanding Loans, together with the amount of its interest under the Acquisition Corp. Credit Agreement assigned in accordance with clause (vi) below is, or after giving effect to the proposed assignment would be, less than Ten Million Dollars ($10,000,000.00), (v) unless the assignee is (prior to the effective time of the assignment) a Lender hereunder, the aggregate amount of any interest so sold to any assignee pursuant to any partial assignment hereunder, together with the aggregate amount so sold to such assignee in accordance with clause (vi) below may not require be less than Ten Million Dollars ($10,000,000.00), and (vi) with respect to any assignment of an interest hereunder, the filing assigner shall contemporaneously assign to the same assignee a proportionately equal amount of its interest under the Acquisition Corp. Credit Agreement. "Partial assignment" as used in clauses (iv) and (v) above means any assignment of a registration statement with Lender's rights and obligations hereunder except an assignment of all of such Lender's rights and obligations such that after the Securities And Exchange Commission or require the assignment such Lender shall have no Commitment and no interest in any Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws Letters of any stateCredit hereunder. Upon such execution, delivery, acceptance and recordingcompliance with clauses (i) through (vi) above, from and after the effective date specified in each the relevant Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereofand Acceptance, (ax) the Assignee thereunder assignee shall be a party hereto andto this Agreement and the other Loan Documents to which the assignor was a party, and to the extent provided in such Assignment And Assumptionand Acceptance, have the rights, duties, rights and obligations of a Lender hereunder, under this Agreement and under the other Loan Documents and (by) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumptionand Acceptance, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderLoan Documents.

Assignments by Lenders. Each Any Lender may assign to one or more Eligible Assignees assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) at the time owing to it); provided that (ai) an administrative fee except in the amount case of Five Thousand ($5,000.00) is paid an assignment to a Lender, an Affiliate of a Lender, each of the Borrower and the Administrative Agent by either must give their prior written consent to such assignment (which consent shall not be Credit Agreement unreasonably withheld or delayed), (ii) except in the assigning case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the Eligible Assignee in connection with the assignment, (b) if less than all entire remaining amount of the assigning Lender’s Commitments and Loans is to be assignedCommitment, the amount of the Commitments Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Loans so assigned Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be for an aggregate principal amount of not less than Five Million Dollars $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent ($5,000,000.00which consent shall not be unreasonably withheld or delayed), (ciii) each partial assignment shall be made as an assignment of a proportionate amount part of all the assigning Lender’s rights and obligations under this Agreement, (iv) no such assignment shall be permitted to be made to a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person, (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and (vi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that (x) any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default has occurred and is continuing and (y) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 30 days after having received written notice thereof. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 2.12, 2.13, 2.14 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees9.03). Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section paragraph shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 paragraph (e) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Lender Any of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or any a portion of such Lender’s interests, their rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments the Commitment and the Loans (including for purposes hereofat the time owing to it); provided , its participations in L/C Obligations and Swingline Loans) provided however , that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial no such assignment shall be made as to Borrower, an assignment Affiliate of a proportionate amount Borrower, or any employees or directors of all Borrower or, unless an Event of the assigning Lender’s rights Default has occurred and obligations under this Agreement with respect to the Loans and Commitments assigned is continuing, any other Person that is not an Eligible Transferee (except this clause (c) which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the Swingline request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s rights and obligations own financing or securitization transactions, or (B) a pledge of assets by a Lender in the Swingline Loansconnection with such Lender’s own financing or securitization transactions), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption . Subject to the recording thereof by Administrative Agent, for its acceptance, and (eAgent pursuant to Section 13.05(d) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And and Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And and Assumption, have the rights, duties, rights and obligations of a Lender hereunderthe Lenders under this Agreement and the other Loan Documents, and (b) correspondingly the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And and Assumption, be released from its duties obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to all indemnification the benefits of Section 5 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible AssigneesSection 13.03 . Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender13.05(e) .

Assignments by Lenders. Each Any Lender may assign to one or more Eligible Assignees ---------------------- assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) at the time owing to it); provided that (ai) an administrative fee except in the amount case of Five Thousand ($5,000.00) is paid an assignment to a Lender or an -------- Affiliate of a Lender, each of the Borrower and the Administrative Agent by either (and, in the assigning case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its LC Exposure or Swingline Exposure, the Issuing Bank and the Swingline Lender) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the Eligible Assignee in connection with the assignment, (b) if less than all entire remaining amount of the assigning Lender’s Commitments and Loans is to be assigned's Commitment, the amount of the Commitments Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Loans so assigned Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00)10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (ciii) each partial assignment shall be made as an assignment of a proportionate amount part of all of the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans)Agreement, (div) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative AgentAgent an Assignment and Acceptance, for its acceptancetogether with a processing and recordation fee of $3,500, and (ev) such Assignment And Assumption does the assignee, if it shall not require be a Lender, shall deliver to the filing Administrative Agent an Administrative Questionnaire; provided further that any consent of a registration statement with the Securities And Exchange Commission Borrower -------- ------- otherwise required under this paragraph shall not be required if an Event of Default under clause (h) or require the Loans or the Notes (i) of Article VII has occurred and is continuing. Subject to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recordingrecording thereof pursuant to paragraph (d) of this Section 10.04, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after and Acceptance the execution thereof, (a) the Assignee assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.hereto

Assignments by Lenders. Each Lender may assign all or a portion of its ---------------------- rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Schedule XIV to one or more Eligible Assignees all ------------ with, in the case of an assignment other than to a Lender or any portion an affiliate of such Lender’s interestsa Lender the prior written consent of the Borrowers so long as no Event of Default then exists, rights and obligations set forth in this Agreement which consent will not be unreasonably withheld or the other Credit Documentsdelayed, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee any such assignment shall be in the a minimum aggregate amount of Five Thousand (-------- $5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount 5,000,000 of the Commitments and Loans so assigned shall be for an aggregate principal amount in integral multiples of not less than Five Million Dollars ($5,000,000.00)1,000,000 above such amount, (c) and that each partial such assignment shall be made as an assignment of a proportionate amount constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) Agreement. Any assignment hereunder shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption be effective upon delivery to the Administrative Agent, Agent of written notice of the assignment together with a transfer fee of $2,500 payable to the Administrative Agent for its acceptance, own account. The assigning Lender will give prompt notice to the Administrative Agent and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws Borrowers of any statesuch assignment. Upon the effectiveness of any such execution, delivery, acceptance and recording, from assignment (and after notice to the effective date specified in each Assignment And AssumptionBorrowers as provided herein), which effective date is at least five (5) Business Days after the execution thereof, (a) assignee shall become a "Lender" for all purposes of this Agreement and the Assignee thereunder shall be a party hereto other Credit Documents and, to the extent provided in of such Assignment And Assumptionassignment, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, shall be relieved of its obligations hereunder to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to factsLoans, events, Participation Interests and circumstances occurring prior to the effective date of such assignmentCommitments being assigned. By executing and delivering an Assignment And Assumptionassignment agreement in accordance with this Section 12.04(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties to this Agreement hereto as follows: (i) such assigning Lender warrants that it is the facts legal and matters beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption. Lenders may only assign assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrowers or any Restricted 102 Subsidiary or the performance or observance by the Borrowers or any Restricted Subsidiary of any of their interests in respective obligations under this Agreement, any of the Commitmentsother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the Loansother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents Documents; (vi) such assignee appoints and authorizes the Administrative Agent to Eligible Assignees. Any assignment take such action on its behalf and to exercise such powers under this Agreement or transfer any other Credit Document as are delegated to the Administrative Agent by a Lender of rights the terms hereof or obligations under the Credit Documents thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations it will perform in accordance with Section 10.03 their terms all the obligations which by the terms of this Agreement. Except Agreement and the other Credit Documents are required to the extent otherwise expressly agreed in writing be performed by the affected parties, no assignment by it as a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereofof this subsection (b), its participations in L/C Obligations and Swingline LoansObligations) at the time owing to it); provided that (ai) an administrative fee except in the case of an assignment of the entire remaining amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments Commitment and the Loans is at the time owing to be assignedit 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 Commitments Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Loans so assigned Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be for an aggregate principal amount of not less than Five Million Dollars $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, GFI, otherwise consents ($5,000,000.00each such consent not to be unreasonably withheld or delayed), ; (cii) each partial assignment shall be made as an assignment of a proportionate amount part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent 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 the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 3.01, 3.04, 3.05, 11.04 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 11.05 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment). By executing Upon request, each Borrower (at its expense) shall execute and delivering an Assignment And Assumption, deliver a Note to the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assigneesassignee Lender. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section subsection shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 subsection (d) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Lender Any of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or any a portion of such Lender’s interests, their rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments the Commitment and the Loans (including for purposes hereofat the time owing to it); provided, its participations in L/C Obligations and Swingline Loans) provided however, that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial no such assignment shall be made as to Borrower, an assignment Affiliate of a proportionate amount Borrower, or any employees or directors of all of the assigning Lender’s rights and obligations under this Agreement with respect Borrower at any time. Subject to the Loans and Commitments assigned (except this clause (c) shall not apply recording thereof by Administrative Agent pursuant to the Swingline Lender’s rights and obligations in the Swingline LoansSection 13.05(d), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And and Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And and Assumption, have the rights, duties, rights and obligations of a Lender hereunderthe Lenders under this Agreement and the other Loan Documents, and (b) correspondingly the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And and Assumption, be released from its duties obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to all indemnification the benefits of Section 5 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible AssigneesSection 13.03. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement13.05(e). Except to the extent otherwise expressly agreed in writing by the affected partiesFOIA CONFIDENTIAL TREATMENT REQUEST BY BIODELIVERY SCIENCES INTERNATIONAL, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderINC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with “***”.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans (including for purposes hereofof this subsection (b), its participations in L/C Obligations and Swingline LoansObligations) at the time owing to it); provided that (ai) an administrative fee except in the case of an assignment of the entire remaining amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments Commitment and the Loans is at the time owing to be assignedit 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 Commitments Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Loans so assigned Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be for an aggregate principal amount of not less than Five Million Dollars $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents ($5,000,000.00each such consent not to be unreasonably withheld or delayed), ; (cii) each partial assignment shall be made as an assignment of a proportionate amount part of all of 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 Agent and Commitments assigned L/C Issuer unless the Person that is the proposed assignee is itself a Lender (except this clause whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (div) the parties to each such assignment shall execute and deliver to Agent an Assignment And Assumption and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes Questionnaire. Subject to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recordingrecording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment And and Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And and Assumption, have the rights, duties, rights and obligations of a Lender hereunderunder this Agreement, and (b) the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And and Assumption, be released from its duties 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 Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to all indemnification the benefits of Sections 3.01, 3.04, 3.05, and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 10.04 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment. By executing Upon request, Borrower (at its expense) shall execute and delivering an Assignment And Assumption, deliver a Note to the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assigneesassignee Lender. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section subsection shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 subsection (d) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each 17-1. ASSIGNMENTS AND ASSUMPTIONS BY REVOLVING CREDIT LENDERS (a) Except as provided herein, each Revolving Credit Lender (in this Section 17:17-1(a), an "Assigning Revolving Credit Lender") may assign to one or more Eligible Assignees (in this Section 17:17-1(a), each an "Assignee Revolving Credit Lender") all or any a portion of such that Revolving Credit Lender’s 's interests, rights and obligations set forth in under this Agreement or and the other Credit Documents, Loan Documents (including all or a portion of its Commitments Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (including for purposes hereof, its participations in L/C Obligations and Swingline Loansi) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the The Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the shall have given its prior written consent to such assignment, (b) which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Dollar Commitment of less than all the "minimum hold" amount specified in Section 17:17-1(a)(iii) or if there would be more than Eight (8) Revolving Credit Lenders. (For provisions which deal with any required consent of the assigning Lender’s Commitments and Loans is Borrowers to be assignedsuch assignment, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars see Section 2:2-25(d)). ($5,000,000.00), (cii) each partial Each such assignment shall be made as an assignment of a proportionate amount constant, and not a varying, percentage of all of the assigning Assigning Revolving Credit Lender’s 's rights and obligations under this Agreement with respect to Agreement. (iii) Following the Loans and Commitments assigned effectiveness of such assignment, the Assigning Revolving Credit Lender's Dollar Commitment (except this clause (cif not an assignment of all of the Assigning Revolving Credit Lender's Commitment) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderless than $10,000,000.00.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment(s) and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Term Loans) ); provided that (ai) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required and (ii) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Default or Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an administrative fee in Affiliate of a Lender or an Approved Fund with respect to such Lender; provided that, to the amount extent the consent of Five Thousand the Lead Borrower is required, the Lead Borrower shall be deemed to have consented to such assignment if the Lead Borrower has been given five ($5,000.005) is paid Business Days’ prior notice of such assignment and has not objected to such assignment within such period. The parties to each assignment shall execute and deliver to the Administrative Agent by either an Assignment and Assumption, together with a processing and recordation fee of $3,500, provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. The principal outstanding balance of the Term Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000 unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or the delayed); provided, that, (i) 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 and (ii) in connection with the assignment, (b) if less than all case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and Loans is Term Loan 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, no minimum amount need be assigned, . Subject to acceptance and recording thereof by the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each partial assignment Assignment and Assumption, the Eligible Assignee thereunder shall be made as an assignment 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 proportionate amount 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 with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (bhereto) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 3.01, 3.04, 3.05, and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 10.04 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And AssumptionUpon request, the assigning Lender thereunder Borrowers (at their expense) shall execute and deliver a Note to the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assigneesassignee Lender. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section subsection shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender10.06(d).

Assignments by Lenders. Each Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld), but without notice to or consent of the Borrower, assign to any Person (each an "Assignee" and collectively, the "Assignees") all or a portion of such Lender's Commitments; provided that, (i) any Lender may, without the consent of the Agent, assign to any Affiliate of such Lender all or a portion of such Lender's Commitments, and (ii) after giving effect to any assignment, unless the assigning Lender has assigned all of its Commitments, such Lender must continue to hold a Pro Rata Share of the Commitments at least equal to (a) in the case of Formula Lenders, Five Million Dollars ($5,000,000), and (b) in the case of Term Loan B Lenders, One Million Dollars ($1,000,000). Any Lender which elects to make such an assignment shall pay to the Agent, for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the amount of Five Thousand Dollars ($5,000.00). Such Lender and its Assignee shall notify the Agent and the Borrower in writing of the date on which the assignment is to be effective (the "Adjustment Date"). On or before the Adjustment Date, the assigning Lender, the Agent and the respective Assignee shall execute and deliver a written assignment agreement in a form acceptable to the Agent, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of any assigning Lender following an assignment made in accordance with this Section 9.5, the Borrower shall issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the assigning Lender. In addition, notwithstanding the foregoing, any Lender may assign to one or more Eligible Assignees at any time pledge all or any portion of such Lender’s interests's rights under this Agreement, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount any of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect Obligations to facts, events, and circumstances occurring prior a Federal Reserve Bank. Any Assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder Borrower and the Assignee thereunder confirm Agent the form of certificate described in Section 2.8.8 (Tax Withholding Clause) relating to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderFederal income tax withholding.

Assignments by Lenders. Each Lender Any of the Lenders may at any time assign to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or any a portion of such Lender’s interests, their rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments the Commitment and the Loans (including for purposes hereofat the time owing to it); provided, its participations in L/C Obligations and Swingline Loans) provided however, that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial no such assignment shall be made as to Borrower, an assignment Affiliate of a proportionate amount Borrower, or any employees or directors of all of the assigning Lender’s rights and obligations under this Agreement with respect Borrower at any time. Subject to the Loans and Commitments assigned (except this clause (c) shall not apply recording thereof by Administrative Agent pursuant to the Swingline Lender’s rights and obligations in the Swingline LoansSection 13.05(d), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And and Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And and Assumption, have the rights, duties, rights and obligations of a Lender hereunderthe Lenders under this Agreement and the other Loan Documents, and (b) correspondingly the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And and Assumption, be released from its duties obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to all indemnification the benefits of Section 5 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible AssigneesSection 13.03. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement13.05(e). Except to the extent otherwise expressly agreed in writing by the affected partiesFOIA CONFIDENTIAL TREATMENT REQUEST BY BIODELIVERY SCIENCES INTERNATIONAL, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment is being requested are denoted with “***”

Assignments by Lenders. Each No Lender may shall at any time sell, transfer, or assign to one or more Eligible Assignees all or any portion of the Loan (each such Lender’s interests, rights and obligations set forth in this Agreement or the interest so disposed of being herein called a "Transferred Interest") to any Person other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) than an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00hereinafter called a "Transferee"), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the . The parties to each any such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, an "Assignment and Acceptance Agreement" substantially in the form attached hereto as Exhibit E, together with a processing fee of Five Thousand Dollars (e$5,000) and such forms, certificates or other evidence, if any, with respect to federal income tax withholding matters as the assignee under such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes and Acceptance Agreement may be required to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any statedeliver to Administrative Agent pursuant hereto. Upon such execution, delivery, delivery and acceptance and recording, from and after the effective date specified in each such Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereofand Acceptance Agreement, (aA) the Assignee assignee thereunder shall be a party hereto and, to the extent provided in that rights and obligations hereunder have been assigned to it pursuant to such Assignment And Assumptionand Acceptance Agreement, shall have the rights, duties, rights and obligations of a Lender hereunder, hereunder and (bB) the assigning Lender thereunder shall, to the extent provided in that rights and obligations hereunder have been assigned by it pursuant to such Assignment And Assumptionand Acceptance Agreement, relinquish its rights and be released from its duties obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement but Agreement, such Lender shall continue cease to be entitled to all indemnification and reimbursement rights provided to a party hereto). If any such assignment occurs after the Lenders by the Borrowers pursuant to any issuance of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumptioninitial Notes hereunder, the assigning Lender thereunder shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note to Administrative Agent for cancellation, and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitmentsthereupon Borrower shall issue new Replacement Notes if so requested by Administrative Agent, the Loansassignee and/or the assigning Lender, and Credit Documents to Eligible Assignees. Any assignment or transfer by a the assignee and/or to the assigning Lender of rights or obligations under to reflect the Credit Documents that does not comply with this Section shall be treated for purposes outstanding portion of the Credit Documents as a sale by such Lender Loan and Loan Commitment of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by assignee and/or the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.assigning

Assignments by Lenders. Each Any Lender may, with the consent of the Agent (which consent shall not be unreasonably withheld or denied), but without the consent of the Borrower, Fostxx Xxxxx xxx Fantasma, assign to (x) if there shall exist no Event of Default, any Financial Institution, other than those Financial Institutions listed on SCHEDULE 9.5 attached hereto, or (y) if there shall exist an Event of Default, any Financial Institution or other Person, other than those Financial Institutions and Persons listed on SCHEDULE 9.5 attached hereto (each an "Assignee" and collectively, the "Assignees") all or a portion of such Lender's Pro Rata Share of the Commitments; provided that, (i) except as provided in item (ii) below, after giving effect to such assignment, NationsBank or an Affiliate, or a successor of either, shall be the collateral agent with respect to this Agreement, NationsBank and each assignee must continue to hold a proportionate share of the commitments at least equal to Five Million Dollars ($5,000,000), and (ii) the Borrower, Fostxx Xxxxx xxx Fantasma may, for a period of ninety (90) days after notice to the Borrower, Fostxx Xxxxx xxx Fantasma of an assignment which does not meet the requirements of item (i), prepay all of the Obligations without payment of the Early Termination Fee, but only if the Borrower, Fostxx Xxxxx xxx Fantasma have within thirty (30) days following receipt of such notice, notified the Agent and the assigning Lender of the Borrower's, Fostxx Xxxxx'x xxx Fantasma's intention to do so. Upon request following an assignment made in accordance with this Section, the Borrower, Fostxx Grant and Fantasma shall issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Note held by the assigning Lender. Any Lender (other than NationsBank) which elects to make such an assignment shall pay to the Agent, for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the amount of Three Thousand Five Hundred Dollars ($3,500.00). Such Lender and its Assignee shall notify the Agent and the Borrower, Fostxx Xxxxx xxx Fantasma in writing of the date on which the assignment is to be effective (the "Adjustment Date"). On or before the Adjustment Date, the assigning Lender, the Agent, the Borrower, Fostxx Xxxxx xxx Fantasma and the respective Assignee shall execute and deliver a written assignment agreement in a form acceptable to the Agent, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. In addition, notwithstanding the foregoing, any Lender may assign to one or more Eligible Assignees at any time pledge all or any portion of such Lender’s interests's rights under this Agreement, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount any of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect Obligations to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderFederal Reserve Bank.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for 124 LEGAL02/44139400v8 purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders Xxxxxxx may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender Xxxxxx having been a Defaulting Lender.

Assignments by Lenders. Each Lender Any of the Lenders may at any time assign to one or more other Lenders, Affiliates of a Lender or, with the consent of Borrower, Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person without such consent) all or any a portion of such Lender’s interests, their rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments the Commitment and the Loans (including for purposes hereofat the time owing to it); provided, its participations in L/C Obligations and Swingline Loans) provided however, that (ax) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial no such assignment shall be made as to Borrower, an Affiliate of Borrower, any Managed Practice, any employees or directors of Borrower or any of its Subsidiaries or any Disqualified Lender at any time, (y) the consent of Borrower shall not be required for any assignment by a Lender of its rights and obligations under this Agreement (including the Commitment and the Loans at the time owing to it) into a proportionate amount securitization, warehouse financing, repurchase transaction or similar financing or monetization of all of the assigning loans and (z) once a Lender’s rights and obligations under this Agreement with respect (including the Commitment and the Loans at the time owing to it) have been assigned into a securitization, warehouse financing, repurchase transaction or similar financing or monetization of loans, the consent of Borrower shall not be required for any subsequent assignments thereof. Subject to the Loans and Commitments assigned (except this clause (c) shall not apply recording thereof by Administrative Agent pursuant to the Swingline Lender’s rights and obligations in the Swingline LoansSection 13.05(d), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And and Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment And and Assumption, have the rights, duties, rights and obligations of a Lender hereunderthe Lenders under this Agreement and the other Loan Documents, and (b) correspondingly the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment And and Assumption, be released from its duties obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to all indemnification the benefits of Section 5 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender13.03.

Assignments by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans at the time owing to it) with the prior written consent of (including A) the Swiss Borrower (in the case of the Revolving Commitments, the Revolving Loans, the Tranche A Term Commitment and the Tranche A Term Loans, such consent not to be unreasonably withheld or delayed (it being understood that the Swiss Borrower withholding such consent for purposes hereofreasons related to the 10 Non-Bank Rule or the 20 Non-Bank Rule shall be deemed reasonable)) or the Lux Borrower (in the case of the Tranche B Term Commitments and Tranche B Term Loans, its participations in L/C Obligations and Swingline Loans) 176 such consent not to be unreasonably withheld or delayed); provided that no consent of any Borrower shall be required (a1) with respect to (x) Tranche B Term Commitments or Tranche B Term Loans, for an administrative fee assignment and delegation to a Tranche B Term Lender, an Affiliate of a Lender or an Approved Fund and (y) Tranche A Term Commitments and Tranche A Term Loans, for an assignment and delegation to a Tranche A Term Lender (provided that no consent of the Swiss Borrower shall be required for (I) Xxxxxxx Xxxxx Bank USA to assign its Commitments and Loans to Xxxxxxx Sachs Lending Partners LLC to the extent that Xxxxxxx Xxxxx Lending Partners LLC is a Qualifying Bank, (II) Citibank N.A. to assign its Commitments and Loans to Citibank Europe plc, a Qualifying Bank with a banking license from the Central Bank of Ireland and (III) a Lender to assign its Commitments and Loans to any of its Affiliates to the extent that such Affiliate is a Qualifying Bank) and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the amount Lux Borrower shall be deemed to have consented to an assignment and delegation of Five Thousand ($5,000.00) is paid rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignmentwithin ten Business Days after having received notice thereof, (bB) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, ; provided that no consent of the Administrative Agent shall be required for its acceptance, an assignment and (e) such Assignment And Assumption does not require the filing delegation of all or any portion of a registration statement with the Securities And Exchange Commission Term Commitment or require the Loans or the Notes Term Loan to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such executiona Lender, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations an Affiliate of a Lender hereunder, or an Approved Fund and (bC) the assigning Lender thereunder shalleach Issuing Bank, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, case of any assignment and Credit Documents to Eligible Assignees. Any assignment delegation of all or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 10.03 respect of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderits LC Exposure.

Assignments by Lenders. Each Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld), but without notice to or consent of the Borrowers, assign to any Person (each an "Assignee" and collectively, the "Assignees") all or a portion of such Lender's Commitments; provided that (i) the amount assigned by such Lender must be at least equal to Five Million Dollars ($5,000,000) or equal to one hundred percent (100%) of such Lender's Commitments if less than Five Million Dollars ($5,000,000). Any Lender which elects to make such an assignment shall pay to the Agent, for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the amount of Three Thousand Five Hundred Dollars ($3,500.00). Such Lender and its Assignee shall notify the Agent and the Borrowers in writing of the date on which the assignment is to be effective (the "Adjustment Date"). On or before the Adjustment Date, the assigning Lender, the Agent, the Borrowers and the respective Assignee shall execute and deliver a written assignment agreement in a form acceptable to the Agent, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of any assigning Lender following an assignment made in accordance with this Section 9.5, the Borrowers shall issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the assigning Lender. In addition, notwithstanding the foregoing, any Lender may assign to one or more Eligible Assignees at any time pledge all or any portion of such Lender’s interests's rights under this Agreement, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount any of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect Obligations to facts, events, and circumstances occurring prior to the effective date of such assignmenta Federal Reserve Bank. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.169

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion part of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion any of its Commitments Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Loans (including for purposes hereofLetter of Credit Issuer, its participations in L/C Obligations and Swingline Loans) which consent shall not be unreasonably withheld; provided that (ai) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an administrative fee in the amount Affiliate of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the Eligible Assignee in connection with the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (bii) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each any such partial assignment shall be made as in an amount at least equal to $5,000,000, unless such partial assignment of a proportionate amount of all of the assigning is to another Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned ; (except this clause (ciii) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and deliver its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment And Assumption Agreement in the form of Exhibit F hereto, including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Administrative Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, for its acceptancethe Letter of Credit Issuer and Holdings (to the extent, and (e) such Assignment And Assumption does not require if any, required), the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder assignee shall be a party hereto andhave, to the extent of such ​ ​ assignment (unless otherwise provided in such Assignment And Assumptionassignment with the consent of the Agent and the Letter of Credit Issuer), have the rightsobligations, duties, rights and obligations benefits of a Lender hereunderhereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (bor portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender thereunder shall, to the extent provided in of such Assignment And Assumptionassignment, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any share of the Total Commitment Amount, Loans and Letters of Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderso assigned.

Assignments by Lenders. Each Any Lender may at any time assign to one or more Eligible Assignees assignees (other than any pharmaceutical operating company or direct or indirect parent company or companies of such operating company) all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or and the other Credit Documents, Loan Documents (including all or a portion of its Commitments and the Loans (including for purposes hereofat the time owing to it); provided, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignmentthat, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial no such assignment shall be made as an assignment (i) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (ii) to any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii) or (iii) to a natural Person. Neither the Borrower nor any other Loan Party may assign any of its rights or obligations under this Agreement or any of the other Loan Documents. From and after the effective date specified in each Assignment and Assumption, the 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 proportionate amount 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 with respect Agreement, such Lender shall cease to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (bhereto) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification the benefits of Sections 3.01, 3.02 and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents 11.04 with respect to facts, events, facts and circumstances occurring prior to the effective date of such assignment; provided, that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. By executing and delivering an Assignment And AssumptionUpon request, the assigning Lender thereunder Borrower (at its expense) shall execute and deliver a Note to the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assigneesassignee Lender. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents this Agreement that does not comply with this Section subsection shall be treated for purposes of the Credit Documents this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 subsection (d) of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting LenderSection.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion part of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion any of its Commitments Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Loans (including for purposes hereofLetter of Credit Issuer, its participations in L/C Obligations and Swingline Loans) which consent shall not be unreasonably withheld; provided that (ai) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an administrative fee in the amount Affiliate of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the Eligible Assignee in connection with the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (bii) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each any such partial assignment shall be made as in an amount at least equal to $5,000,000, unless such partial assignment of a proportionate amount of all of the assigning is to another Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned ; (except this clause (ciii) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and deliver its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment And Assumption Agreement in the form of Exhibit F hereto, including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Administrative Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, for its acceptancethe Letter of Credit Issuer and Holdings (to the extent, and (e) such Assignment And Assumption does not require if any, required), the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder assignee shall be a party hereto andhave, to the extent of such assignment (unless otherwise provided in such Assignment And Assumptionassignment with the consent of the Agent and the Letter of Credit Issuer), have the rightsobligations, duties, rights and obligations benefits of a Lender hereunderhereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (bor portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender thereunder shall, to the extent provided in of such Assignment And Assumptionassignment, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any share of the Total Commitment Amount, Loans and Letters of Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderso assigned.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments ---------------------- rights and obligations hereunder pursuant to an assignment agreement substantially in the Loans (including for purposes hereofform of Schedule XIV to one or more Eligible Assignees, its participations in L/C Obligations and Swingline Loans) ------------ provided that (a) an administrative fee any such assignment shall be in the a minimum aggregate amount of Five Thousand (-------- $5,000.00) is paid to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount 5,000,000 of the Commitments and Loans so assigned shall be for an aggregate principal amount in integral multiples of not less than Five Million Dollars ($5,000,000.00)1,000,000 above such amount, (c) and that each partial such assignment shall be made as an assignment of a proportionate amount constant, and not a 101 varying, percentage of all of the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) Agreement. Any assignment hereunder shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption be effective upon delivery to the Administrative Agent, Agent of written notice of the assignment together with a transfer fee of $2,500 payable to the Administrative Agent for its acceptance, own account. The assigning Lender will give prompt notice to the Administrative Agent and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws Borrower of any statesuch assignment. Upon the effectiveness of any such execution, delivery, acceptance and recording, from assignment (and after notice to the effective date specified in each Assignment And AssumptionBorrower as provided herein), which effective date is at least five (5) Business Days after the execution thereof, (a) assignee shall become a "Lender" for all purposes of this Agreement and the Assignee thereunder shall be a party hereto other Credit Documents and, to the extent provided in of such Assignment And Assumptionassignment, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, shall be relieved of its obligations hereunder to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to factsLoans, events, Participation Interests and circumstances occurring prior to the effective date of such assignmentCommitments being assigned. By executing and delivering an Assignment And Assumptionassignment agreement in accordance with this Section 12.04(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties to this Agreement hereto as follows: (i) such assigning Lender warrants that it is the facts legal and matters beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such Assignment assigning Lender makes no representation or warranty and Assumption. Lenders may only assign their interests assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the Commitmentsother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any Restricted Subsidiary or the performance or observance by the Borrower or any Restricted Subsidiary of any of its obligations under this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the Loansother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents Documents; (vi) such assignee appoints and authorizes the Administrative Agent to Eligible Assignees. Any assignment take such action on its behalf and to exercise such powers under this Agreement or transfer any other Credit Document as are delegated to the Administrative Agent by a Lender of rights the terms hereof or obligations under the Credit Documents thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations it will perform in accordance with Section 10.03 their terms all the obligations which by the terms of this Agreement. Except Agreement and the other Credit Documents are required to the extent otherwise expressly agreed in writing be performed by the affected parties, no assignment by it as a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

Assignments by Lenders. Each Lender may assign to one or more Eligible Assignees all or any portion part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings and the Agent, which consent shall not be unreasonably withheld; PROVIDED that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an Affiliate of such Lender’s interests, rights and obligations set forth in this Agreement or the other Credit Documents, including all or a portion of its Commitments and the Loans (including for purposes hereof, its participations in L/C Obligations and Swingline Loans) provided that (a) an administrative fee in the amount of Five Thousand ($5,000.00) is paid to the Administrative Agent by either the assigning Lender or to another Lender or an Affiliate of another Lender, or (B) if, at the Eligible Assignee in connection with the time of such assignment, an Event of Default or Incipient Default has occurred and is continuing; (bii) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each any such partial assignment shall be made as in an amount at least equal to $5,000,000, unless such partial assignment of a proportionate amount of all of the assigning is to another Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned ; (except this clause (ciii) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute be made by a Lender in such manner that the same portion of its Revolving Credit Loans, its Note, its Commitment and deliver its participation in the Letters of Credit is assigned to the assignee; and (iv) the assignee, if not already a Lender, shall agree to become a party to this Agreement pursuant to an Assignment And Assumption Agreement in the form of Exhibit F hereto, including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Administrative AgentBorrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the share of the Total Commitment Amount, for its acceptanceLoans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent and Holdings (e) such Assignment And Assumption does not require to the filing of a registration statement with extent, if any, required), the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder assignee shall be a party hereto andhave, to the extent of such assignment (unless otherwise provided in such Assignment And Assumptionassignment with the consent of the Agent), have the rightsobligations, duties, rights and obligations benefits of a Lender hereunderhereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (bor portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such assignee); and the assigning Lender thereunder shall, to the extent provided in of such Assignment And Assumptionassignment, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any share of the Total Commitment Amount, Loans and Letters of Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.03 of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderso assigned.

Assignments by Lenders. Each (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or any a portion of such Lender’s interests, its rights and obligations set forth in under this Agreement or the other Credit Documents, (including all or a portion of its Commitments Commitment and the Loans at the time owing to it) with the prior written consent of (including A) the Swiss Borrower (in the case of the Revolving Commitments, the Revolving Loans, the Tranche A Term Commitment and the Tranche A Term Loans, such consent not to be unreasonably withheld or delayed (it being understood that the Swiss Borrower withholding such consent for purposes hereofreasons related to the 10 Non-Bank Rule or the 20 Non-Bank Rule shall be deemed reasonable)) or the Lux Borrower (in the case of the Tranche B Term Commitments and Tranche B Term Loans, its participations in L/C Obligations and Swingline Loans) such consent not to be unreasonably withheld or delayed); provided that no consent of any Borrower shall be required (a1) with respect to (x) Tranche B Term Commitments or Tranche B Term Loans, for an administrative fee assignment and delegation to a Tranche B Term Lender, an Affiliate of a Lender or an Approved Fund and (y) Tranche A Term Commitments and Tranche A Term Loans, for an assignment and delegation to a Tranche A Term Lender (provided that no consent of the Swiss Borrower shall be required for (I) Xxxxxxx Xxxxx Bank USA to assign its Commitments and Loans to Xxxxxxx Sachs Lending Partners LLC to the extent that Xxxxxxx Xxxxx Lending Partners LLC is a Qualifying Bank, (II) Citibank N.A. to assign its Commitments and Loans to Citibank Europe plc, a Qualifying Bank with a banking license from the Central Bank of Ireland and (III) a Lender to assign its Commitments and Loans to any of its Affiliates to the extent that such Affiliate is a Qualifying Bank) and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the amount Lux Borrower shall be deemed to have consented to an assignment and delegation of Five Thousand ($5,000.00) is paid rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent by either the assigning Lender or the Eligible Assignee in connection with the assignmentwithin ten Business Days after having received notice thereof, (bB) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent, ; provided that no consent of the Administrative Agent shall be required for its acceptance, an assignment and (e) such Assignment And Assumption does not require the filing delegation of all or any portion of a registration statement with the Securities And Exchange Commission Term Commitment or require the Loans or the Notes Term Loan to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such executiona Lender, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations an Affiliate of a Lender hereunder, or an Approved Fund and (bC) the assigning Lender thereunder shalleach Issuing Bank, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, case of any assignment and Credit Documents to Eligible Assignees. Any assignment delegation of all or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 10.03 respect of this Agreement. Except to the extent otherwise expressly agreed in writing by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or a release of any claim of any party hereunder arising from that Lender having been a Defaulting Lenderits LC Exposure.