Common use of Assignments Clause in Contracts

Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one any Lender or more Eligible Assignees any Affiliate or Approved Fund thereof or, with the consent of the Borrower, the Administrative Agent and the Issuing Lender (which consent of the Borrower, the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default), to an additional bank or financial institution (an "Assignee") all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit E (includingan "Assignment and Acceptance"), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Acceptance, together with Exposure being assigned shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Notes subject to such assignment, Borrower and the Administrative Agent) and (vii) each Eligible Assignee the sum (other than the Eligible Assignee without duplication) of the Administrative Agent aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $5,000,000 (or an Affiliate of a Lender) shall pay such lesser amount as may be agreed to by the Borrower and the Administrative Agent a $3,500 administrative feeAgent). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto), but shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and 9.5 in respect of the period prior to such effective date.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement share of the Loan, with the prior written consent of Agent and, so long as no Event of Default exists, Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required for an equal percentage with respect assignment by a Lender to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such a Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender or an Approved Fund of a Lender). Except as Agent may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) shall pay be in a minimum aggregate amount equal to $2,500,000 or, if less, the Administrative entire principal amount of the Loan being assigned. Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 administrative fee. Upon to be paid by the Lender to whom such executioninterest is assigned; provided, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date that no such fee shall be at least payable in connection with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender. Any attempted assignment not made in accordance with this Section 10.8.1 shall be treated as the sale of a participation under Section 10.8.2. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three Business Days after the execution notice thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Loan Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) that: each such assignment shall be to an Eligible Assignee; each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (ivnot to be unreasonably withheld); subject to the definition of "Eligible Assignee", the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Loan Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Loan Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of such Lender’s rights and this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) 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 cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any of its Commitments, the any Advances owing to it, the and any Notes held by it) with the consent, not to be unreasonably withheld, of the Administrative Agent and the participation interest Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and provided, further that the Borrower shall have no such consent right in the Letter case of Credit Obligations held by itassignments to a Bank or any Affiliate of any Bank or if a Default has occurred and is continuing); provided, however, that (i) each such assignment of an assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Creditsuch Commitment, (ii) the amount of the Commitments each such resulting Commitment, and applicable Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 for any applicable Commitment and shall be an integral multiple of $1,000,000 in excess thereof(unless each of the Borrower and the Administrative Agent consents; provided that the Borrower shall have no such consent right if a Default has occurred and is continuing), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssignment, together with the any Note or Notes subject to such assignment, and shall pay all legal and other expenses in respect of such assignment and (v) each Eligible Assignee (other than the Eligible Assignee of assignor or the Administrative Agent or an Affiliate of a Lender) assignee shall pay to the Administrative Agent a an assignment fee of $3,500 administrative feein connection with such assignment (which shall be waivable by the Administrative Agent in its sole discretion). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssignment, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssignment, relinquish its rights and be released from its obligations to lend under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its CommitmentsRevolving Commitment, the Advances owing to it, the Notes held by it, if any, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations assigned under this Agreement as a Lender and shall involve a ratable assignment of such Lender’s Revolving Commitment and such Lender’s Revolving Advances and shall be in an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Creditamount not less than $5,000,000, (ii) the amount of the Commitments resulting Revolving Commitment and Revolving Advances of such the assigning Lender being assigned (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes applicable Notes, if any, subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 4,000 administrative fee; and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)) but shall continue to be entitled to the benefits of Sections 2.8, 2.9, 2.11, 9.4, 9.7 and 9.16 with respect to facts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Any Lender The Maker may not assign to one any of its rights or more Eligible Assignees obligations under this Note without the consent of the Payee. The Payee may at any time assign all or any a portion of its rights and obligations under this Agreement (includingNote without the prior written consent of the Maker, without limitationbut upon notice to the Maker, all which notice shall set forth the name address and contact information of such assignee; provided that, in the event of any partial assignment or a portion of its Commitmentsassumption to any Person, the Advances owing Maker shall have no obligation to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage communicate with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect or otherwise report to such assignment) assignee and such assignee shall benot have any rights of consent or approval, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each with all such assignment shall be to an Eligible Assignee, (iv) rights remaining with the parties to each such assignment shall execute and deliver Payee. Subject to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingforegoing, from and after the effective date specified in each Assignment assignment and Acceptanceassumption, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes to this Note and, to the extent that rights of the interest assigned by such assignment and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassumption, have the rights and obligations of a Lender hereunder the Payee under this Note, and (B) such Lender thereunder the Payee shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment assignment and Acceptanceassumption, relinquish its rights and be released from its obligations under this Agreement Note (and, in the case of an Assignment assignment and Acceptance assumption covering all or of the remaining portion of such LenderPayee’s rights and obligations under this AgreementNote, such Lender the Payee shall cease to be a party hereto)) but shall continue to be entitled to the benefits of Section 14 with respect to facts and circumstances occurring prior to the effective date of such assignment, subject to any corresponding obligations and liabilities of the Payee with respect thereto. In no event shall the Payee make any assignment to, or allow any assumption by, any Person (other than an affiliate of the Payee) which would constitute a competitor of the Maker or its affiliates with respect to procurement, manufacture, production, delivery and sale of ethanol and related products.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, the it and any Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments such Bank’s Commitment and the related Advances and Letters of Creditsuch Bank’s Advances, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the consent of the Administrative Agent shall be required, which consent shall not be unreasonably withheld or delayed, except with respect to assignments to other Banks or an Affiliate of the assigning Bank, (vi) no such assignments shall be made to the Borrower or its Affiliates or any of their respective subsidiaries or any natural Person, and (vvii) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent or which is an Affiliate of a Lenderthe assigning Bank) shall pay to the Administrative Agent a $3,500 administrative fee; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this Section shall not apply to any such assignment.

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one any Lender or more Eligible Assignees any Affiliate thereof or, with the consent of the Borrower, the Administrative Agent and the Issuing Lenders (which consent of the Borrower, the Administrative Agent and the Issuing Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed given if the Borrower has not objected thereto within fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (includingan “Assignment and Assumption”), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment and Acceptanceadditional bank or financial institution, together with (i) the Notes subject to such assignment, and sum (vwithout duplication) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a Lender, $5,000,000, or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall pay not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) or (y) after giving effect to such assignment, the assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Administrative Agent a $3,500 administrative feeBorrower or any Affiliate of the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAssumption, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and 2.15 in respect of the period prior to such effective date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.

Assignments. Any Lender may Each Bank may, at its own expense, from time to time, assign to one or more Eligible Assignees other financial institutions all or any portion part of its rights and obligations under this Agreement (includingincluding without limitation the Indebtedness evidenced by the Notes then owned by such assigning Bank, without limitationtogether with an equivalent proportion of its obligation to make loans and advances) pursuant to written agreements executed by such assigning Bank, all such assignee lender or a lenders, the Company and the Agent, which agreements shall specify in each instance the portion of its Commitments, the Advances owing to it, Indebtedness evidenced by the Notes held by it, which is to be assigned to each such assignee lender and the participation interest in portion of the Letter Commitments of Credit Obligations held the assigning Bank to be assumed by itit (the “Assignment Agreements”); provided, however, that unless the Agent, the Company, the assignor Bank and the assignee lender, in writing, agree to the contrary, (i) each such except in connection with any assignment shall be by a Bank to any of a constantits Affiliates, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the aggregate amount of the Commitments and Advances Exposure of such Lender the assigning Bank being assigned to such assignee lender pursuant to each such assignment (determined as of the effective date of the relevant Assignment and Acceptance with respect to such assignmentAgreement) shall be, if to an entity other than a Lender, not in no event be less than the lesser of $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, or the assignor Bank’s unused Revolving Credit Commitment; (iii) each such assignment shall be to an Eligible Assignee, (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister pursuant to Section 11.20 hereof, an Assignment and AcceptanceAgreement, together with the any Notes subject to such assignment, (iii) the Agent and (vexcept for an assignment made during the continuance of any Event of Default) the Company must consent to each Eligible Assignee such Assignment Agreement, which consents shall not be unreasonably withheld, to each such assignment to (other than the Eligible Assignee provided no such consent is required for any assignment to any Affiliate of the Administrative Agent or an Affiliate assigning Bank), and (iv) except in connection with any assignment by a Bank to any of a Lender) shall its Affiliates, the assignee lender must pay to the Administrative Agent a processing and recordation fee of $3,500 administrative fee4,000 and any out-of-pocket attorneys’ fees incurred by the Agent in connection with such Assignment Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in execution of each Assignment Agreement by the assigning Bank thereunder, the assignee lender thereunder, the Company and Acceptancethe Agent, which effective date shall be at least three Business Days after satisfaction of all of the execution thereofconditions set forth above and payment to such assigning Bank by such assignee lender of the purchase price for the portion of the Exposure being acquired by it, (Ai) the such assignee thereunder lender shall be thereupon become a party hereto “Bank” for all purposes andof this Agreement with an Exposure in the amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) such assigning Bank shall have no further liability for funding the portion of any of its Commitments assumed by such other Bank, and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement executed by it, the Company shall execute and deliver new Notes to the extent that rights assignee Bank in the amount of its applicable Commitment or Loan and obligations hereunder have been assigned new Notes to it the assigning Bank in the amounts of its applicable Commitment or Loan after giving effect to the reduction occasioned by such assignment, such new Notes to constitute “Notes” for all purposes of this Agreement. Notwithstanding the foregoing, in no event may any assignment be made pursuant to such Assignment and Acceptance, have this Section 11.17(a) to any entity which is not a financial institution without the rights and obligations express prior written consent of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Company.

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one any Lender or more Eligible Assignees any Affiliate thereof or, with the consent of the Borrower and the Administrative Agent (which consent of the Borrower and the Administrative Agent shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed given if the Borrower has not objected thereto within fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (includingan “Assignment and Assumption”), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment and Acceptanceadditional bank or financial institution, together with (i) the Notes subject to such assignment, and sum (vwithout duplication) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a Lender, $5,000,000, or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall pay not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) or (y) after giving effect to such assignment, the assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), to any Defaulting Lender or to the Administrative Agent a $3,500 administrative feeBorrower or any Affiliate of the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAssumption, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto), but shall retain its rights pursuant to Sections 2.13, 2.14 and 2.15 in respect of the period prior to such effective date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, the any Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments and the related such Bank’s Commitment, such Bank’s Advances and Letters such Bank’s participation in Letter of CreditCredit Exposure, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the consent of the Administrative Agent shall be required, which consent shall not be unreasonably withheld or delayed, except with respect to assignments to other Banks or an Affiliate of the assigning Bank, (vi) no such assignments shall be made to any Defaulting Lender, Potential Defaulting Lender, the Borrower or its Affiliates or any of their respective subsidiaries, any natural Person, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause, and (vvii) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent or which is an Affiliate of a Lenderthe assigning Bank) shall pay to the Administrative Agent a $3,500 administrative fee; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this Section shall not apply to any such assignment. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Administrative Agent and, unless a Default has occurred and is continuing, the Borrower, which consent shall not be unreasonably withheld or delayed, the applicable pro rata share of Advances 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, each Issuing Bank and each other Bank hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participants in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments. (i) Any Lender may at any time assign to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of its rights such Lender’s Loans and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter Revolving Loan Commitment, with the prior written consent of Credit Obligations held Agent and, so long as no Event of Default exists, Borrower (which consent shall not be unreasonably withheld or delayed and shall not be required for an assignment by ita Lender to a Lender or to an Affiliate of a Lender that is not a competitor of Borrower); provided. Except as Agent and Borrower may otherwise agree, however, that (i) each any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the assignor’s entire interests in the Revolving Loan Commitment and outstanding Loans. Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Any attempted assignment not made in accordance with this Section 12.6(a) shall be treated as the sale of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned participation under this Agreement and Section 12.6(b). Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within five (5) Business Days after notice thereof. Notwithstanding the forgoing, unless consented to by Borrower (such consent not to be unreasonably withheld) and provided that no Event of Default has occurred and is continuing, Xxxxxxx Xxxxx and its Affiliates shall continue to hold an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments Revolving Loan Commitment equal to or greater than the lesser of $10,000,000 and Advances of such Lender being assigned pursuant to each such assignment (determined as 40% of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)aggregate Revolving Loan Commitment.

Assignments. (i) Any Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its CommitmentsCommitment and the Loans (including in all instances for purposes of this subsection (i), participations in L/C Obligations) at the Advances time owing to it); provided that (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the Notes held by itaggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder, including as noted above, participations in L/C Obligations) subject to each such assignment, determined as of the date the Lender Assignment with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default has occurred and the participation interest is continuing and so long as in the Letter case of Credit Obligations held by itBank of Montreal, such Lender shall have been reduced to its “final hold amount” as described in the commitment letter referred to in the Agent and Arranger Fee Letter, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that (iB) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of such all the assigning Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both the Loans or the Commitment assigned, except that this clause (B) shall not prohibit any Lender from assigning all or a portion of its rights and obligations owing in respect of the Commitments and the related Advances and Letters of Creditamong separate Borrowings on a non-pro rata basis, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (ivC) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent a Lender Assignment, for its together with a processing and recordation fee of $3,500. Subject to acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of thereof by the Administrative Agent or an Affiliate pursuant to subsection (ii) of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingthis Section, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder under this Agreement, and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Lender Assignment and Acceptance covering all or of the remaining portion of such assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 3.7, 10.4 and 10.5). Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.7(c) of this Section.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) that: each such assignment shall be to an Eligible Assignee; each of (A) the Administrative Agent and (B) the Issuing Lenders, shall have provided their written consent (ivnot to be unreasonably withheld); DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or Event of Default; any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 12.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) 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 cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsLoan Agreement, the Advances owing to itother Loan Documents, the Notes held by it, and Collateral or the participation interest in the Letter of Credit Obligations held by it)Notes; provided, however, provided that (i) each such partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of such all the assigning Lender’s 's rights and obligations assigned under this Loan Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments other Loan Documents; and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative AgentCollateral Agent an Assignment and Assumption Agreement in the form attached hereto as Exhibit F, for its together with a processing and recordation fee of $500.00. Subject to acceptance and recording in thereof by the Register, an Assignment and Acceptance, together with the Notes subject Collateral Agent pursuant to such assignment, and paragraph (vb) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingthis Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes to this Loan Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder under this Loan Agreement, and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Loan Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of such assigning Lender’s 's rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto)) but shall continue to be entitled to the benefits of Section 12 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Loan Agreement that does not comply with this paragraph shall be treated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.2.

Assignments. Any Lender Each Bank may assign pursuant to one or more Eligible Assignees an Assignment Agreement substantially in the form of Exhibit D-2 hereto (each, an "Assignment Agreement") all or any a portion of its rights and obligations under hereunder pursuant to this Agreement clause (includingb)(A) to (x) one or more Banks or (y) one or more other Eligible Transferees, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, provided that (i) each the consent of the Borrower shall be required in connection with any assignment pursuant to clause (x) or (y) above (which consent shall not be unreasonably withheld or delayed) and (ii) any such assignment pursuant to clause (y) above shall be in the aggregate amount of a constantat least (I) in the event of an assignment relating to this Agreement only, $10,000,000, except to the extent that after giving effect to any such assignment the assigning Bank shall have reduced its Commitment to zero and not a varying(II) in the event of an assignment relating this Agreement and the 364 DF Credit Agreement, percentage $5,000,000, provided, that the aggregate amount of such Lender’s rights and obligations assigned assignment under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be 364 DF Credit Agreement is at least three Business Days after the execution thereof$10,000,000, (A) the assignee thereunder shall be a party hereto for all purposes and, except to the extent that rights and obligations after giving effect to any such assignment the assigning Bank shall have reduced its Commitment hereunder have been assigned to it zero. Any assignment to another Bank pursuant to such Assignment and Acceptance, have this clause (b)(A) will become effective upon the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, payment to the extent that rights and obligations hereunder have been assigned Payments Administrator by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, I) either the assigning or the assignee Bank or (II) in the case of an Assignment assignment pursuant to Section 1.14, the Replacement Bank, of a nonrefundable assignment fee of $2,500 and Acceptance covering all the recording by the Payments Administrator of such assignment, and the resultant effects thereof on the Commitments of the assigning Bank and the assignee Bank, in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than five Business Days after its receipt of a written notification by the assigning Bank and the assignee Bank of the proposed assignment, provided that the Payments Administrator shall not be required to, and shall not, so record any assignment in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Banks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 12.12 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Banks. Assignments pursuant to this clause (b)(A) to any Person not theretofore a Bank hereunder will only be effective if the Payments Administrator shall have received a written notice in the form of Exhibit D-1 hereto from the assigning Bank and the assignee Bank and payment of a nonrefundable assignment fee of $2,500 to the Payments Administrator (provided, that in the event of simultaneous assignments relating to this Agreement and the 364 DF Credit Agreement, the fees for such assignment shall total $2,500) by (I) either the assigning or the remaining assignee Bank or (II) in the case of an assignment pursuant to Section 1.14, the Replacement Bank. No later than five Business Days after its receipt of such written notice, the Payments Administrator will record such assignment, and the resultant effects thereof on the Commitment of the assigning Bank, in the Register, at which time such assignment shall become effective, provided that the Payments Administrator shall not be required to, and shall not, so record any assignment in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Banks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 12.12 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Banks. Upon the effectiveness of any assignment pursuant to this clause (b)(A), (x) the assignee will become a "Bank" for all purposes of this Agreement and the other Credit Documents with a Commitment as so recorded by the Payments Administrator in the Register, and to the extent of such assignment, the assigning Bank shall be relieved of its obligations hereunder with respect to the portion of its Commitment being assigned and (y) if such Lender’s rights assignment occurs after the Effective Date, the Borrower shall issue new Notes (in exchange for the Note of the assigning Bank) to the assigning Bank (to the extent such Bank's Commitment is not reduced to zero as a result of such assignment) and obligations under to the assignee Bank, in each case to the extent requested by the assigning Bank or assignee Bank, as the case may be, in conformity with the requirements of Section 1.06 to the extent needed to reflect the revised Commitments of such Banks. The Payments Administrator will prepare on the last Business Day of each calendar quarter during which an assignment has become effective pursuant to this Agreement, clause (b)(A) a new Annex I giving effect to all such Lender shall cease assignments effected during such quarter and will promptly provide same to be a party hereto)the Borrower and each of the Banks.

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s 's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 10,000,000.00 (or, if less, the amount of its remaining Commitments and Advances in connection with an assignment of all such remaining Commitments and Advances) and, with respect to amounts equal to $10,000,000.00 or greater, shall be an integral multiple of $1,000,000 1,000,000.00 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender Each Bank may assign pursuant to one or more Eligible Assignees an Assignment Agreement substantially in the form of Exhibit C-2 hereto (each, an "Assignment Agreement") all or any a portion of its rights and obligations under hereunder pursuant to this Agreement clause (includingb)(A) to (x) one or more Banks or (y) one or more other Eligible Transferees, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, provided that (i) each the consent of the Borrower shall be required in connection with any assignment pursuant to clause (x) or (y) above (which consent shall not be unreasonably withheld or delayed) and (ii) any such assignment pursuant to clause (y) above shall be in the aggregate amount of a constantat least (I) in the event of an assignment relating to this Agreement only, $10,000,000, except to the extent that after giving effect to any such assignment the assigning Bank shall have reduced its Commitment to zero and not a varying(II) in the event of an assignment relating to this Agreement and the Nabisco Credit Agreement, percentage $5,000,000, provided that the aggregate amount of such Lender’s rights and obligations assigned assignment under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be Nabisco Credit Agreement is at least three Business Days after the execution thereof$10,000,000, (A) the assignee thereunder shall be a party hereto for all purposes and, except to the extent that rights and obligations after giving effect to any such assignment the assigning Bank shall have reduced its Commitment hereunder have been assigned to it zero. Any assignment to another Bank pursuant to such Assignment and Acceptance, have this clause (b)(A) will become effective upon the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, payment to the extent that rights and obligations hereunder have been assigned Payments Administrator by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, I) either the assigning or the assignee Bank or (II) in the case of an Assignment assignment pursuant to Section 1.14, the Replacement Bank, of a nonrefundable assignment fee of $2,500 and Acceptance covering all or the remaining portion recording by the Payments Administrator of such Lender’s rights assignment, and obligations under the resultant effects thereof on the Commitments of the assigning Bank and the assignee Bank, in the Register, the Payments Administrator hereby agreeing to effect such recordation no later than five Business Days after its receipt of a written notification by the assigning Bank and the assignee Bank of the proposed assignment, provided that the Payments Administrator shall not be required to, and shall not, so record any assignment in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this AgreementAgreement has been circulated to the Banks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 12.11 or (y) 30 days following the date on which such Lender proposed amendment, modification or supplement was circulated to the Banks. Assignments pursuant to this clause (b)(A) to any Person not theretofore a Bank hereunder will only be effective if the Payments Administrator shall cease to be have received a party hereto).written notice in the form of Exhibit

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to (includingi) any Lender or any Affiliate or Subsidiary of a Lender, without limitationor (ii) any other commercial bank, all financial institution or a portion "accredited investor" (as defined in Regulation D of its Commitmentsthe Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)Borrower; provided, however, provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, and not a varying, percentage of all such Lender’s 's rights and obligations assigned under this Agreement and Credit Agreement. Any assignment hereunder shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, payable by the Assigning Lender to the Administrative Agent for its own account from and after the later of (i) the effective date specified in each Assignment the applicable assignment agreement and Acceptance(ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, which effective date and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be at least three Business Days after relieved of its obligations hereunder to the execution extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), (A) the assigning Lender thereunder and the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from any Credit Party of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000.00, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 2,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender (a) Subject to Section 12.14, the Lenders collectively or individually may assign to one or more Eligible Assignees all or any a portion of its their respective rights and obligations under this Agreement (including, without limitation, all or a an undivided portion thereof corresponding to the portion of its Commitments, the Advances owing to it, the Notes held Commitment being assigned) by it, and the participation interest in the Letter way of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the Assignment. The parties to each such assignment Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Borrower, and to the Administrative Agent for its consent and recording in the Register and, except in the case of an Assignment by the Lenders collectively or an Assignment by a Lender to an affiliate of that Lender, shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon After such execution, delivery, acceptance consent and recording, from and after recording the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceit, have the rights and obligations of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). The Lenders agree that, provided that no Event of Default under this Agreement or the Trust Indenture has occurred, no assignment shall be made which would result in any increased costs to the Borrower.

Assignments. Any Lender may Each Bank may, upon at least five Banking Days' notice to the Administrative Agent and the Borrower assign to one or more Eligible Assignees financial institutions (an "Assignee") all or any a portion of its rights and obligations under this Agreement and its Note (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by itCommitment, and the participation interest in the Letter of Credit Obligations held by itLoans); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s the assigning Bank's rights and obligations under the relevant Commitment and Note being assigned under this Agreement and shall (it being understood that any such assignment need not be an equal percentage with respect to both its obligations owing in respect of a ratable share of the Commitments and Notes held by the related Advances and Letters of Creditassigning Bank), (ii) unless the Administrative Agent and the Borrower otherwise consent, the aggregate amount of the Commitments and Advances (without duplication) Loans of such Lender the assigning Bank being assigned pursuant to each such assignment to an assignee which is not then a Bank hereunder or an affiliate thereof (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall be, if to an entity other than a Lender, not be less than $5,000,000 and and, unless such assigning Bank is assigning its entire Revolving Credit Commitment, shall be an integral multiple not reduce the aggregate amount of the Commitments retained by such Bank to less than $1,000,000 in excess thereof5,000,000, (iii) each such assignment shall be to an Eligible Assigneea financial institution, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its approval, acceptance and recording in the Register, an Assignment and AcceptanceAcceptance Agreement, together with (except in the Notes subject case of any assignment made pursuant to Section 7.15, in which event no such assignmentfee shall be due) a processing and recordation fee of $3,500, and (v) each Eligible Assignee (other than except in the Eligible Assignee case of the Administrative Agent an assignment to an assignee which is a Bank or an Affiliate affiliate thereof, or an assignment which is made when an Event of a Lender) Default is continuing, the Borrower shall pay consent to the Administrative Agent a $3,500 administrative feesuch assignment, which consent shall not be unreasonably withheld. Upon such execution, delivery, approval, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAcceptance Agreement, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes as a Bank and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender Bank hereunder and (By) such Lender the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its rights and be released from its obligations under this Agreement and its Note (and, in the case of an Assignment and Acceptance Agreement, covering all or the remaining portion of such Lender’s an assigning Bank's rights and obligations under this AgreementAgreement and its Note, such Lender Bank shall cease to be a party hereto). Notwithstanding anything to the contrary contained herein, no Assignee shall be entitled to receive compensation under Section 7.12 or 7.13 hereof to the extent that circumstances giving rise to such payment were in effect on the date of the relevant assignment.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances Loans owing to it, and the Notes held by it) with the consent, not to be unreasonably withheld, of the Administrative Agent and the participation interest in the Letter of Credit Obligations held by it)Borrower; provided, however, that (i) each such assignment of an assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Creditsuch Commitment, (ii) the amount of the Commitments resulting Commitment and Advances Loans of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssignment, together with the Note or Notes subject to such assignment, assignment and shall pay all legal and other expenses in respect of such assignment and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of not already a Lender) Bank hereunder shall pay to the Administrative Agent a an assignment fee of $3,500 administrative feein connection with such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssignment, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssignment, relinquish its rights and be released from its obligations to lend under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender may Each Bank shall have the right, subject to the further provisions of this SECTIONS 12.3, to sell or assign to one or more Eligible Assignees all or any portion part of its Commitments, Loans, Letter of Credit Obligations, Notes, and other rights and obligations under this Agreement and the other Loan Documents (includingsuch transfer, without limitationan "Assignment") to any commercial lender, all other financial institution or a other entity (an "Assignee"). Upon such Assignment becoming effective as provided in SECTION 12.3(b), the assigning Bank shall be relieved from the portion of its CommitmentsCommitment, the Advances owing to itits Swing Line Participation Amount, the Notes held by it, and the participation interest in the its Letter of Credit Obligations held Participation Amount, its obligations to indemnify the Agent and its other obligations hereunder to the extent assumed and undertaken by it); providedthe Assignee, howeverand to such extent the Assignee shall have assumed such portion of the assigning Bank's Commitment, that its Swing Line Participation Amount, its Letter of Credit Participation Amount and such other obligations hereunder and the Assignee shall have the rights of a "Bank" hereunder. Notwithstanding the foregoing, unless otherwise consented to by the Borrower and the Agent, each Assignment shall be in an amount not less than (i) each such assignment shall be the entire amount of a constantthe assigning Bank's Commitment and related rights and obligations, or (ii) $10,000,000 of the assigning Bank's Commitment and not a varying, percentage of such Lender’s related rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credithereunder, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be or an integral multiple of $1,000,000 in excess thereof, (iii) each if above such assignment amount. Each Assignment shall be to documented by an Eligible agreement among the assigning Bank, the Assignee, the Agent, and so long as no Default or Event of Default exists, the Borrower (ivan "Assignment and Assumption Agreement") the parties to each such assignment shall execute in form and deliver substance satisfactory to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender (a) with the written consent of the Borrower (provided that the consent of the Borrower shall not be required if an Event of Default has occurred and is continuing) and the Agent (which consent of the Borrower, if applicable, and the Agent shall not be unreasonably delayed or withheld), may at any time assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions, and (b) with notice to the Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender or Lender Affiliate (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "Assignee Lender"), all or any portion fraction of its rights such Lender's total Loans and obligations under this Agreement Commitments (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, which assignment and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment delegation shall be of a constant, and not a varying, percentage of all the assigning Lender's Loans and Commitments) in a minimum aggregate amount of $5,000,000; provided, however, that any such Lender’s rights Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 4.6 and obligations assigned under this Agreement further, provided, however, that, the Borrower and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an equal percentage Assignee Lender until (i) written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to both its obligations owing in respect of such Assignee Lender, shall have been given to the Commitments Borrower and the related Advances Agent by such Lender and Letters of Creditsuch Assignee Lender, (ii) such Assignee Lender shall have executed and delivered to the amount of Borrower and the Commitments and Advances of such Agent a Lender being assigned pursuant to each such assignment (determined as of Assignment Agreement, accepted by the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofAgent, (iii) each such assignment Assignee Lender shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver have delivered to the Agent an Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignmentQuestionnaire, and (viii) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) processing fees described below shall pay to the Administrative Agent a $3,500 administrative feehave been paid. Upon such execution, delivery, acceptance and recording, from From and after the effective date specified in each that the Agent accepts such Lender Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAgreement, (Ax) the assignee Assignee Lender thereunder shall be deemed automatically to have become a party hereto for all purposes andand to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assignor Lender, to the extent that rights and obligations hereunder have been assigned to and delegated by it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) in connection with such Lender thereunder shallAssignment Agreement, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and shall be released from its obligations hereunder and under this Agreement (andthe other Loan Documents. Accrued interest on that part of the predecessor Loans and Commitments, and accrued fees, shall be paid as provided in the case Lender Assignment Agreement. Accrued interest on that part of an Assignment the predecessor Loans and Acceptance covering all Commitments shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or the remaining portion of such Lender’s rights and obligations under times provided in this Agreement, . Such assignor Lender or such Assignee Lender must also pay a processing fee to the Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section shall cease to be a party hereto)null and void.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) that: each such assignment shall be to an Eligible Assignee; except (A) in the case of an assignment to another Lender or to an Affiliate of a Lender, (ivB) in the case of an assignment of all of a Lender's rights and obligations under this Credit Agreement, or (C) with the consent of the Administrative Agent and DRI (such consent by DRI (i) not to be unreasonably withheld and (ii) not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAgreement in substantially the form of Exhibit 11.3, together with a processing fee from the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee4,000. Upon such execution, delivery, and acceptance and recordingof such Assignment Agreement, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (andA) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the case of an Assignment and Acceptance covering all other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the remaining portion execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Lender’s rights and Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) 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 cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 11.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Any Each Lender may assign to one any or more Eligible Assignees all or any portion of its rights and obligations under this Agreement the Facilities Papers to any "ELIGIBLE ASSIGNEE" -- which means (includinga) a commercial bank having total assets in excess of One Billion Dollars ($1,000,000,000) or (b) a finance company, without limitationinsurance company or other financial institution or fund, all acceptable to the Agent, that is regularly engaged in making, purchasing or investing in loans and has total assets in excess of One Billion Dollars ($1,000,000,000), in each case with the consent of the Agent and the Company (which consent shall not be unreasonably withheld or delayed); provided that (1) no such assignment shall result in a portion Lender's having an aggregate Committed Sum of its Commitmentsless than Five Million Dollars ($5,000,000), (2) neither the Advances owing Company nor the Agent shall have any obligation to it, the Notes held by itconsent to there being more than a total of ten (10) Lenders (a participant is not a Lender), and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i3) each such assignment shall be substantially in the form of a constantEXHIBIT F, with the assignor to exchange its Senior Credit Note(s) for new Senior Credit Note(s) and not a varying, percentage of such Lender’s the Eligible Assignee to receive new Senior Credit Note(s) and with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the Eligible Assignee. The Company agrees to cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process, including the issuance of new Senior Credit Note(s) to the assignor (if retaining an interest hereunder) and the Eligible Assignee immediately upon delivery to the Company of the assignor's Senior Credit Note(s). Upon such assignment, the assignee shall be a Lender for all purposes under this Agreement and the other Facilities Papers, if the assignment is an assignment of all of the assignor's interest in the Loan and its security, the assignor shall be an equal percentage with respect to both automatically released from all of its obligations owing in respect of and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Commitments Committed Sums shall be adjusted appropriately, and the related Advances parties agree to approve in writing revised and Letters updated versions of Credit, (ii) the amount of the Commitments SCHEDULES LC and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)FS.

Assignments. Any Lender may Each Bank shall have the right, subject to the further provisions of this Sections 12.3, to sell or assign to one or more Eligible Assignees all or any portion part of its Commitments, Loans, Letter of Credit Obligations, Notes, and other rights and obligations under this Agreement and the other Loan Documents (includingsuch transfer, without limitationan "Assignment") to any commercial lender, all other financial institution or a other entity (an "Assignee"). Upon such Assignment becoming effective as provided in Section 12.3(b), the assigning Bank shall be relieved from the portion of its CommitmentsCommitment, the Advances owing to itits Swing Line Participation Amount, the Notes held by it, and the participation interest in the its Letter of Credit Obligations held Participation Amount, its obligations to indemnify the Agent and its other obligations hereunder to the extent assumed and undertaken by it); providedthe Assignee, howeverand to such extent the Assignee shall have assumed such portion of the assigning Bank's Commitment, that its Swing Line Participation Amount, its Letter of Credit Participation Amount and such other obligations hereunder and the Assignee shall have the rights of a "Bank" hereunder. Notwithstanding the foregoing, unless otherwise consented to by the Borrower and the Agent, each Assignment shall be in an amount not less than (i) each such assignment shall be the entire amount of a constantthe assigning Bank's Commitment and related rights and obligations, or (ii) $10,000,000 of the assigning Bank's Commitment and not a varying, percentage of such Lender’s related rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credithereunder, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be or an integral multiple of $1,000,000 in excess thereof, (iii) each if above such assignment amount. Each Assignment shall be to documented by an Eligible agreement among the assigning Bank, the Assignee, the Agent, and so long as no Default or Event of Default exists, the Borrower (ivan "Assignment and Assumption Agreement") the parties to each such assignment shall execute in form and deliver substance satisfactory to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender Each Bank may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under hereunder pursuant to this Agreement clause (includingb)(A) to (x) one or more Banks or any affiliates of any Bank or (y) one or more other Eligible Transferees, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, provided that (i) each any such assignment pursuant to clause (y) above shall be in the aggregate amount of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Creditat least $5,000,000, (ii) the amount of the Commitments and Advances of after giving effect to any such Lender being assigned assignment pursuant to each such assignment clause (determined as x) or (y) above, no Bank shall have a Commitment of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofunless such Bank's Commitment is reduced to zero pursuant to such assignment, (iii) each such any assignment pursuant to clause (y), other than an assignment by an Initial Bank, shall require the consent of Resources, which consent shall not be to an Eligible Assigneeunreasonably withheld, (iv) an Initial Lender shall not assign any percentage of its rights and obligations hereunder without the parties to each such assignment shall execute other Initial Lender assigning the same percentage of its rights and deliver to the Administrative Agentobligations hereunder, for its acceptance and recording in the Registerprovided further, an Assignment and Acceptancethat, so long as no Loans, together with interest thereon, shall be outstanding and no Default or Event of Default shall have occurred and then be continuing, Resources may at its option terminate the Notes subject portion of such assigning Bank's Commitment proposed to be assigned pursuant to clause (y) above in lieu of consenting to such assignment, and the Total Commitment shall be reduced in the amount of such termination. Assignments or terminations of all or any portion of any Bank's Commitment pursuant to this clause (vb)(A) each Eligible Assignee (other than will only be effective if the Eligible Assignee of Agent shall have received a written notice from the Administrative Agent or an Affiliate assigning Bank and the assignee, or, in the case of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such executiontermination, deliveryResources, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all assignment (other than as assignment by an Initial Bank), payment of a nonrefundable assignment fee of $2,500 to the Agent by either the assigning Bank or the remaining assignee. No later than five Business Days after its receipt of any written notice of assignment or termination, the Agent will record such assignment or termination, and the resultant effects thereof on the Commitment of the assigning or terminating Bank and, in the case of an assignment, the assignee, in the Register, at which time such assignment or termination shall become effective, provided that the Agent shall not be required to, and shall not, so record any assignment or termination in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Banks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Sec. 9.4 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Banks. Upon the effectiveness of any assignment or termination pursuant to this clause (b)(A), (x) the assignee, in the case of an assignment, will become a "Bank" for all purposes of this Agreement and the other Loan Documents with a Commitment as so recorded by the Agent in the Register, and to the extent of such assignment or termination, the assigning or terminating Bank shall be relieved of its obligations hereunder with respect to the portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)its Commitment being assigned or terminated.

Assignments. Any Lender may assign to one or more Eligible Assignees Assignee all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s 's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (viv) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may may, with the prior written consent of the Borrower and the Agents (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing hereunder pursuant to it, the Notes held by it, and the participation interest an assignment agreement substantially in the Letter form of Credit Obligations held by it)Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender), (ii) each such assignment shall be of a constant, and not a varying, percentage of such all of the assigning Lender’s 's rights and obligations under the Commitment being assigned under this Agreement and shall be (iii) an equal percentage with respect to both its obligations owing Agent may not, in respect of the Commitments and the related Advances and Letters of Creditaggregate, (iiunless there exists an Event of Default) the amount assign more than 50% of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined its original Commitment as of the date Closing Date. Any assignment hereunder shall be effective upon satisfaction of the Assignment conditions set forth above and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 administrative feepayable to the Administrative Agent for its own account. Upon the effectiveness of any such executionassignment, deliverythe assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, acceptance and recordingto the extent of such assignment, from and after the effective date specified in each Assignment and Acceptance, which effective date assigning Lender shall be at least three Business Days after relieved of its obligations hereunder to the execution extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), (A) the assigning Lender thereunder and the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from any Credit Party of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agents by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender may (i) Subject to Section 19.1(a)(ii) hereof and Section 5.2(b) of the Lessor Participation Agreement, Lessor may, without the consent of Lessee, assign to one or more Eligible Assignees transfer all or any portion part of its rights rights, obligations and obligations interest in, to and under this Agreement (including, without limitation, all or a portion of its CommitmentsLease, the Advances owing to itother Operative Documents, the Notes held by it, Items of Equipment and any other Lessee Collateral at any time (including prior to the participation interest in the Letter of Credit Obligations held by it)Delivery Date) to an Eligible Assignee; provided, however, that (iA) each such assignment shall comply with this Article XIX, (B) such assignment shall be evidenced by an Assignment Agreement, a copy of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and which shall be an equal percentage with respect furnished to both its obligations owing in respect of the Commitments Agent and the related Advances and Letters of CreditLessee, (iiC) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, except in the case of an Assignment assignment to an Affiliate of Lessor or of all of the Lessor's rights, obligations and Acceptance covering interest in the Operative Documents and the Lessee Collateral, the amount of the assignment permitted hereunder shall not be less than $5,000,000, (D) each assignment or transfer shall comply with all applicable securities laws, (E) the Lessor shall give notice of such assignment and the name of the assignee to Lessee and Agent; provided, further, that no such assignment shall be made if (1) in the reasonable opinion of Lessee, such assignment would cause Lessee to be required to cease reporting this Lease as an operating lease in Lessee's financial statements and (2) Lessee provides Agent written notice of such determination within five (5) days of Lessee's receipt of the notice described in clause (E) above. If Lessee has objected to a proposed assignee for the reason set forth in clause (1) above, Lessor may re-submit notice of such proposed assignee to Lessee at a later date and the reasonableness of Lessee's opinion in clause (1) shall be determined as of such later date. So long as no Lease Default or Lease Event of Default has occurred and is continuing, in the event Lessee objects in writing to the proposed assignee for any reason other than as set forth in clause (1) above within five (5) Business Days of receipt of the notice described in clause (E) above, Lessee shall have sixty (60) days from the date of receipt by Lessee of such notice to find a replacement assignee which shall be an Eligible Assignee and if no such replacement assignee is found within such sixty (60) day period, the Lessor may assign all or the remaining portion any part of such Lender’s rights its rights, obligations and obligations interest in, to and under this AgreementLease, the other Operative Documents, the Items of Equipment and any other Lessee Collateral as contemplated above to such Lender shall cease assignee identified in such notice delivered to be a party hereto)Lessee.

Assignments. Any Lender may may, with the prior written consent of the Administrative Agent, each Issuing Lender (solely in the case of Revolving Commitments or Revolving Loans), each Swing Line Lender (solely in the case of Revolving Commitments or Revolving Loans) and, so long as no Event of Default has occurred and is continuing, the Company (which consents shall not be unreasonably delayed or withheld and (x) shall be deemed given unless the Company has objected within 10 days of receipt of notice thereof and (y) shall not be required for an assignment to another Lender, an Affiliate of a Lender or an Approved Fund), at any time assign and delegate to one or more Eligible Assignees commercial banks or other Persons (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), all or any portion fraction of its rights such Lender’s Loans and obligations under this Agreement Commitment (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, which assignment and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment delegation shall be of a constant, and not a varying, percentage of such all the assigning Lender’s Loans and Commitment, other in the case of each Swing Line Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of Swing Line Loans) in a minimum aggregate amount equal to the Commitments and the related Advances and Letters lesser of Credit, (iii) the amount of the Commitments assigning Lender’s remaining Commitment and Advances (ii) $5,000,000; provided that (a) no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Company would be obligated to pay any greater amount under Section 7.7 or Section 8 to the Assignee than the Company is then obligated to pay to the assigning Lender being assigned pursuant to each under such Sections (and if any assignment (determined as is made in violation of the date of foregoing, the Assignment Company will not be required to pay the incremental amounts) and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (ivb) the parties to each such assignment shall execute Company and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after entitled to continue to deal solely and directly with such Lender in connection with the execution thereof, (A) interests so assigned and delegated to an Assignee until the assignee thereunder date when all of the following conditions shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).met:

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights Loans and obligations assigned under this Agreement and shall be an equal percentage Commitments, with respect to both its obligations owing in respect the prior written consent of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, the Issuing Lender (for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignment of the Administrative Agent Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) shall executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the Administrative Agent a $3,500 administrative feeassigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such greater amounts). Upon such execution, delivery, acceptance and recording, from and after the effective date specified Any attempted assignment not made in each Assignment and Acceptance, which effective date accordance with this Section 15.6.1 shall be at least treated as the sale of a participation under Section 15.6.2. The Company shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless the Company has expressly objected to such assignment within three Business Days after the execution notice thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any 12.1 The Lender may shall have the right at any time to assign to one or more Eligible Assignees commercial banks, commercial finance lenders or other financial institutions all or any a portion of its rights and obligations under this Financing Agreement (including, without limitation, all or a portion of its Commitments, obligations under the Advances owing to it, the Notes held by it, Revolving Loans and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s its rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee). Upon such execution, delivery, acceptance execution of an assignment and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, transfer agreement (Aa) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassignment, have the rights and obligations of a the Lender hereunder hereunder, and (Bb) such the Lender thereunder shall, to the extent that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Financing Agreement. The Borrower and the Guarantors shall, if necessary, execute any documents reasonably required to effectuate the assignments. It shall be a condition of any assignment by the Lender hereunder that (andi) the amount being assigned shall, if there is no Event of Default which is continuing, in no event be less than the case lesser of an Assignment and Acceptance covering all $10,000,000 or the remaining portion entire interest of the Lender hereunder, and the parties to such Lender’s rights assignment shall execute and obligations under this Agreement, such deliver to the Lender shall cease to be a party hereto)an assignment and transfer agreement.

Assignments. Any Lender (a) Subject to Section 12.13, the Lenders collectively or individually may assign to one or more Eligible Assignees all or any a portion of its their respective rights and obligations under this Agreement (including, without limitation, all or a an undivided portion thereof corresponding to the portion of its Commitments, the Advances owing to it, the Notes held Commitment being assigned) by it, and the participation interest in the Letter way of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the Assignment. The parties to each such assignment Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Administrative AgentBorrower, and to the Agent for its acceptance consent and recording in the RegisterRegister and, except in the case of an Assignment and Acceptance, together with by the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent Lenders collectively or an Affiliate Assignment by a Lender to an affiliate of a that Lender) , shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Administrative Agent a $3,500 administrative feeAgent. Upon After such execution, delivery, acceptance consent and recording, from and after recording the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceit, have the rights and obligations of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any At any time, each Lender may assign pursuant to one or more Eligible Assignees an Assignment Agreement substantially in the form of Exhibit E-2 hereto (each, an "Assignment Agreement") all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned hereunder pursuant to each such assignment this clause (determined as of the date of the Assignment and Acceptance with respect b)(A) to such assignment(x) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, one or more Lenders and/or their affiliates or (iiiy) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee consent of the Administrative Agent and so long as no Event of Default then exists with the consent of the Borrower (which consent shall not be unreasonably withheld), one or an Affiliate more other Eligible Transferees, provided that any such assignment pursuant to clause (y) above shall be in the aggregate amount of a at least $5,000,000, except to the extent that after giving effect to such assignment such Lender's Commitment is reduced to zero. Any assignment to another Lender pursuant to this clause (b)(A) shall pay will become effective upon the payment to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after by (I) either the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) assigning or the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and or (BII) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment assignment pursuant to Section 1.15, the Replacement Lender, of a nonrefundable assignment fee of $3,500 and Acceptance covering all the recording by the Administrative Agent of such assignment, and the resultant effects thereof on the Commitments (and the Short-Term Commitments and Long-Term Commitments, if any) of the assigning Lender and the assignee Lender, in the Register, the Administrative Agent hereby agreeing to effect such recordation no later than five Business Days after its receipt of a written notification by the assigning Lender and the assignee Lender of the proposed assignment, provided that the Administrative Agent shall not be required to (but may if it so elects) so record any assignment in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Lenders for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 12.12 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Lenders. Assignments pursuant to this clause (b)(A) to any Person not theretofore a Lender hereunder will only be effective if the Administrative Agent shall have received a written notice in the form of Exhibit E-1 hereto from the assigning Lender and the assignee Lender and payment of a nonrefundable assignment fee of $3,500 to the Administrative Agent by (I) either the assigning or the remaining assignee Lender or (II) in the case of an assignment pursuant to Section 1.15, the Replacement Lender. No later than five Business Days after its receipt of such written notice, the Administrative Agent will record such assignment, and the resultant effects thereof on the Commitment (and the Short-Term Commitment and Long-Term Commitment, if any) of the assigning Lender, in the Register, at which time such assignment shall become effective, provided that the Administrative Agent shall not be required to (but may if it so elects) record any assignment in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Lenders for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 12.12 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Lenders. Upon the effectiveness of any assignment pursuant to this clause (b)(A), (x) the assignee will become a "Lender" for all purposes of this Agreement and the other Credit Documents with a Commitment (and a Short-Term Commitment and Long-Term Commitment, if applicable) as so recorded by the Administrative Agent in the Register, and to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder with respect to the portion of its Commitment (and Short-Term Commitment and Long-Term Commitment, if applicable) being assigned, (y) Annex I shall be deemed to be amended to reflect the Commitment (and Short-Term Commitment and Long-Term Commitment) of the respective assignee and of the other Lenders and (z) the Borrower shall issue new Notes (in exchange for the Note of the assigning Lender) to the assigning Lender (to the extent such Lender’s rights 's Commitment is not reduced to zero as a result of such assignment) and obligations under to the assignee Lender, in each case to the extent requested by the assigning Lender or assignee Lender, as the case may be, in conformity with the requirements of Section 1.06 to the extent needed to reflect the revised Commitments of such Lenders. The Administrative Agent will (x) notify each Letter of Credit Issuer within 5 Business Days of the effectiveness of any assignment hereunder and (y) prepare on the last Business Day of each calendar quarter during which an assignment has become effective pursuant to this Agreement, clause (b)(A) a new Annex I giving effect to all such Lender shall cease assignments effected during such quarter and will promptly provide same to be a party hereto)the Borrower and each of the Lenders.

Assignments. Any Lender may assign 16.1 This Agreement shall extend to one or more Eligible Assignees all or any portion of its rights and obligations under be binding upon the Parties hereto, their successors, and assigns. Subject to the provisions below, this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest rights, duties or obligations of the Parties hereunder may be assigned or conveyed in the Letter of Credit Obligations held by it)whole; provided, however, that except as set forth in the following sentence, neither Party shall assign or transfer this Agreement and any rights, duties or obligations hereunder, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Either Party may make such an assignment or transfer to an Affiliate without seeking the prior written consent of the other Party. A reasonable basis for withholding consent may include (i) each such assignment shall be the financial condition of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned the assignee raising reasonable concern relating to its ability to perform under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, or (ii) concerns regarding the amount administration of this Agreement among multiple assignees of Producer unless the Commitments assignees appoint an agent to represent them in connection with this Agreement in a manner reasonably satisfactory to the other Party. All assignments and Advances conveyances of such Lender being assigned pursuant to each such assignment (determined as of either the date of xxxxx and leaseholds that are covered by this Agreement or the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and Facilities shall be an integral multiple subject to this Agreement, including the foregoing provisions of $1,000,000 in excess thereof, (iii) each such this Article 16. No assignment shall be to an Eligible Assignee, (iv) relieve the parties to each such assignment shall execute and deliver to the Administrative Agent, for assignor of any of its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject duties or liabilities hereunder which arose prior to such assignment, but the assignee shall assume all duties and (v) each Eligible Assignee (other than the Eligible Assignee obligations of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, assignor arising from and after such assignment and the effective date specified in each Assignment and Acceptance, which effective date assignor shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights relieved of such duties and obligations hereunder arising from and after such assignment. No transfer of, or succession to, the interest of any Party hereto, either in whole or partially, shall affect or bind the other Party until the first day of the month following the month in which the other Party shall have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)received written notification thereof.

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 3,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee (provided that the Administrative Agent may waive such fee). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofthereof (unless the Administrative Agent agrees otherwise), (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Loan Commitments, the Revolving Loan Advances owing to it, the Revolving Loan Notes held by it, and the participation interest in the Letter Letters of Credit Obligations held owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount assignments of the Revolving Loan Commitments and Advances shall be made in minimum amounts of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an made in integral multiple multiples of $1,000,000 and the assigning Bank, if it retains any Revolving Loan Commitments, shall maintain at least $5,000,000 in excess thereofRevolving Loan Commitments, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Revolving Loan Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Each Lender may may, in the ordinary course of its business and in accordance with applicable law, assign to one or more Eligible Assignees all or any portion part of its rights and obligations under this Agreement the Financing Agreements (including, without limitation, all or a portion any part of its CommitmentsCommitment, the Advances Revolving Loan owing to it, the Notes held by it, it and the participation interest in the Letter of Credit Obligations Revolving Note held by it); provided, however, PROVIDED that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment shall be assignment, was a Lender or an affiliate of a constant, and not Lender or an assignment of all of a varying, percentage of such Lender’s 's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such any assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 and shall be in an integral multiple of $1,000,000 if in excess thereof, (iiiii) each such assignment shall be to an Eligible Assignee, (iii) the written consent of the Agent shall be required prior to an assignment becoming effective with respect to an assignee that is not, immediately prior to such assignment, a Lender or an affiliate thereof and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeits Revolving Note. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights Loans and obligations assigned under this Agreement and shall be an equal percentage Commitments, with respect to both its obligations owing in respect the prior written consent of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, and, so long as no Event of Default has occurred and is continuing, the Parent (all of which consents shall not be unreasonably withheld or delayed and shall not be required for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject assignment by a Lender to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent another Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Commitment and Loans held by the assigning Lender. The Parent and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Three Thousand Five Hundred Dollars ($3,500). No assignment may be made to any Person if at the time of such assignment the Borrowers would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than the Borrowers are then obligated to pay to the Administrative Agent a $3,500 administrative feeassigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrowers will not be required to pay such greater amounts). Upon such execution, delivery, acceptance and recording, from and after the effective date specified Any attempted assignment not made in each Assignment and Acceptance, which effective date accordance with this Section 15.6.1 shall be at least three treated as the sale of a participation under Section 15.6.2. The Parent shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless the Parent has expressly objected to such assignment within five (5) Business Days after the execution notice thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign from time to one or more Eligible Assignees all or any portion time assign, subject to the terms of an Assignment and Acceptance Agreement, its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from delegate its obligations under this Agreement to another Person, provided that (andi) other than any assignment to by a Lender to an Affiliate of such Lender or a Related Fund in accordance with subsection 8.1(E) or to one or more other Lenders, such Lender shall first obtain the written consent of Administrative Agent, which consent shall not be unreasonably withheld; (ii) the Pro Rata Share of the Term Loans being assigned shall in no event be less than the lesser of (a) $1,000,000 and (b) the entire amount of the Pro Rata Share of the Term Loans of the assigning Lender; and (iii) upon the consummation of each such assignment (other than any assignment to by a Lender to an Affiliate of such Lender or a Related Fund in accordance with subsection 8.1(E) or to one or more other Lenders), the assigning Lender shall pay Administrative Agent an administrative fee of $3,500. The administrative fee referred to in clause (iii) of the preceding sentence shall not apply to an assignment described in paragraph (E) below. In the case of an Assignment and Acceptance covering all or assignment authorized under this subsection 8.1, the remaining portion assignee shall have, to the extent of such Lender’s rights assignment, the same rights, benefits and obligations under this Agreement, such as it would if it were an initial Lender hereunder. The assigning Lender shall cease be relieved of its obligations hereunder with respect to its Pro Rata Share of the Term Loans or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a party hereto)Lender hereunder.

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Borrower and the Administrative Agent (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing hereunder pursuant to it, the Notes held by it, and the participation interest an assignment agreement substantially in the Letter form of Credit Obligations held by it)Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any such assignment shall be in a minimum aggregate amount of $10,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender), (ii) each such assignment shall be of a constant, and not a varying, percentage of such all of the assigning Lender’s 's rights and obligations assigned under this Agreement and the Commitment being assigned. Any assignment hereunder (including, but not limited to, any assignment by a Lender to another Lender) shall be an equal percentage with respect to both its obligations owing in respect effective upon satisfaction of the Commitments conditions set forth above and delivery to the related Advances and Letters Administrative Agent of Credita duly executed assignment agreement, (ii) in substantially the amount form of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Exhibit 11.3, together with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple transfer fee of $1,000,000 in excess thereof3,500 payable to the Administrative Agent for its own account, (iii) each such assignment made as a result of a demand by the Borrower pursuant to Section 11.3(d) shall be to arranged by the Borrower after consultation with the Agents and shall be either an Eligible Assigneeassignment of all of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Credit Agreement, (iv) the parties no Lender shall be obligated to each make any such assignment as a result of a demand by the Borrower pursuant to Section 11.3(d) unless and until such Lender shall execute and deliver have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the Administrative Agent, for its acceptance and recording in aggregate outstanding principal amount of the Register, an Assignment and AcceptanceRevolving Loans owing to such Lender, together with accrued interest thereon, to the Notes subject date of payment of such principal amount and all other amounts payable to such assignment, lender under this Credit Agreement and (v) each Eligible Assignee (the Borrower shall be entitled to withhold its consent if an assignment would result in greater payments under Sections 3.9, 3.11, or 3.13. Upon the effectiveness of any such assignment, the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other than Credit Documents and, to the Eligible Assignee extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Administrative Agent Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or an Affiliate of a Lender) shall pay Notes, it will promptly provide to the Administrative Agent a $3,500 administrative feeassigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). Upon such executionBy executing and delivering an assignment agreement in accordance with this Section 11.3(b), delivery, acceptance the assigning Lender thereunder and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from any Credit Party of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agents by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement hereunder, pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to (includingi) any Lender or any Affiliate or Subsidiary of a Lender, without limitationor (ii) any other commercial bank, all financial institution or a portion "accredited investor" (as defined in Regulation D of its Commitmentsthe Securities and Exchange Commission) reasonably acceptable to the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)Borrower; provided, however, provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, and not a varying, percentage of all such Lender’s 's rights and obligations assigned under this Agreement and Credit Agreement. Any assignment hereunder shall be an equal percentage with respect effective upon delivery to both its obligations owing in respect the Agent of written notice of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance together with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple transfer fee of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver 3,500 payable to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, own account from and after the later of (i) the effective date specified in each Assignment the applicable assignment agreement and Acceptance(ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, which effective date and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be at least three Business Days after relieved of its obligations hereunder to the execution extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), (A) the assigning Lender thereunder and the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from any Credit Party of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender Bank may at any time assign to one or more Eligible Assignees all banks or any portion financial institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, and the Advances owing to it, the Notes held by itNotes, and such Assignee shall assume all such rights and obligations, pursuant to an Assignment and Acceptance, executed by such Assignee, such transferor Bank and the participation interest Administrative Agent (and, in the Letter case of Credit Obligations held an Assignee that is not then a Bank, by itthe Borrower); provided, however, provided that (i) each such assignment no interest may be sold by a Bank pursuant to this Section unless the Assignee shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect agree to both its obligations owing in respect assume ratably equivalent portions of the Commitments and the related Advances and Letters of Credittransferor Bank's Commitment, (ii) the amount of the Commitments and Advances Commitment of such Lender being assigned pursuant the transferor Bank subject to each such assignment (determined as of the effective date of the assignment), if less than the entirety of such Commitment, shall be equal to at least Five Million Dollars ($5,000,000), (iii) no interest may be sold by a Bank pursuant to this Section to any Assignee that is not then a Bank or an Affiliate of a Bank without the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), except after the occurrence of, and during the continuance of, an Event of Default. Upon (A) execution of the Assignment and Acceptance with respect to by such assignmenttransferor Bank, such Assignee, the Administrative Agent and (if applicable) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofthe Borrower, (iiiB) each such assignment shall be to delivery of an Eligible Assignee, (iv) executed copy of the parties to each such assignment shall execute Assignment and deliver to Acceptance of the Borrower and the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject (C) payment by such Assignee to such assignmenttransferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Assignee, and (vD) each Eligible Assignee payment of a processing and recordation fee of Three Thousand Five Hundred Dollars (other than the Eligible Assignee of $3,500) to the Administrative Agent (which fee shall be reduced to One Thousand Five Hundred Dollars ($1,500) if the Assignee is an existing Bank or an Affiliate of a Lender) Bank, such Assignee shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, be a Bank party to the extent that rights this Agreement and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, Bank under this Agreement to the same extent that rights as if it were an original party hereto with a Commitment as set forth in such instrument of assumption, and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and the transferor Bank shall be released from its future obligations under this Agreement (andhereunder to a corresponding extent, in and no further consent or action by the case of an Assignment and Acceptance covering all Borrower, the Banks or the remaining portion Administrative Agent shall be required. Upon the consummation of any transfer to an Assignee pursuant to this Section 9.8.3, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Assignee.

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 10,000,000 (or, if less, the amount of its remaining Commitments and Advances in connection with an assignment of all such remaining Commitments and Advances) and, with respect to amounts equal to $10,000,000 or greater, shall be an integral multiple of $1,000,000 in excess thereof, (iii) the amount of the Commitments and Advances held by an assignee, after giving effect to all such assignments to such assignee, shall not be less than $10,000,000, (iv) each such assignment shall be to an Eligible Assignee, (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with the Notes subject to such assignment, and (vvi) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 5,000 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (includinghereunder, without limitation, all or a portion of its Commitments, the Advances owing pursuant to it, the Notes held by it, and the participation interest an assignment agreement substantially in the Letter form of Credit Obligations held by itSchedule 10.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; provided, however, provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount, (ii) so long as no Event of Default has occurred and is continuing, no Lender shall assign more than 50% of such Lender's original Revolving Commitment and (iii) each such assignment shall be of a constant, and not a varying, percentage of all such Lender’s 's rights and obligations assigned under this Agreement and Credit Agreement. Any assignment hereunder shall be an equal percentage with respect effective upon delivery to both its obligations owing in respect the Agent of written notice of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance together with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple transfer fee of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver 3,500 payable to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, own account from and after the later of (i) the effective date specified in each Assignment the applicable assignment agreement and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Aii) the assignee thereunder shall be a party hereto for all purposes anddate of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent that rights and obligations hereunder have been assigned to it required pursuant to such Assignment and Acceptancethe terms hereof), have with the rights and obligations of a Lender hereunder and (B) such Lender thereunder shallconsent of, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceBorrower as provided herein), relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender assignee shall cease to be a party hereto).become a

Assignments. Any Lender Each Bank may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to it, the Notes held by itits Notes, and the participation interest in the Letter of Credit Obligations held by itits Commitment); provided, however, that (i) that: each such assignment shall be to an Eligible Assignee; except in the case of an assignment to another Bank or an Affiliate of such Bank or an assignment of all of a constant, and not a varying, percentage of such Lender’s Bank's rights and obligations assigned under this Agreement and Agreement, any such partial assignment shall be in an amount at least equal percentage with respect to both its obligations owing in respect of $5,000,000 (or, if less, the Commitments and the related Advances and Letters of Credit, (ii) the remaining amount of the Commitments and Advances of such Lender Commitment being assigned pursuant to each by such assignment (determined as of the date of the Assignment Bank) and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) ; each such assignment by a Bank shall be to an Eligible Assigneeof a constant, (iv) and not varying, percentage of all of its rights and obligations under this Agreement and the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in a processing fee from the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignor of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee3,500. Upon such execution, delivery, and acceptance and recordingof such assignment, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender Bank hereunder and (B) such Lender thereunder the assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this section 9.11(a), the assignor, the Agent and the Company shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. Participations. Each Bank may sell participations to one or more Persons in all or a portion of its rights, obligations or rights and obligations under this Agreement (and, in the case of an Assignment and Acceptance covering including all or the remaining a portion of its Commitment, its Notes and its Loans); provided, however, that (i) such Lender’s Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article II, inclusive, and the right of set-off contained in section 2.20, and (iv) the Company shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, and such Lender Bank shall cease retain the sole right to be a party heretoenforce the obligations of the Company relating to its Loans and its Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes, or extending its Commitment).

Assignments. Any In addition to the assignments permitted in Section 11.3(a), each Lender may may, with the prior written consent of the Administrative Agent which shall not be unreasonably withheld, assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing hereunder pursuant to it, the Notes held by it, and the participation interest an assignment agreement substantially in the Letter form of Credit Obligations held by it)Exhibit 11.3 to one or more Eligible Assignees; provided, however, provided that (i) any such assignment shall be in a minimum aggregate amount of $10,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (ii) each such assignment shall be of a constant, and not a varying, percentage of such all of the assigning Lender’s 's rights and obligations assigned under this Agreement and the Commitment being assigned. Any assignment hereunder shall be an equal percentage with respect to both its obligations owing in respect effective upon satisfaction of the Commitments conditions set forth above and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay delivery to the Administrative Agent (other than assignments by an Agent) of a duly executed assignment agreement together with a transfer fee of $3,500 administrative feepayable to the Administrative Agent for its own account, provided that such transfer fee shall not apply to assignments occurring during the initial syndication of the Commitments, as determined by the Agents. Upon the effectiveness of any such executionassignment, deliverythe assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, acceptance and recordingto the extent of such assignment, from and after the effective date specified in each Assignment and Acceptance, which effective date assigning Lender shall be at least three Business Days after relieved of its obligations hereunder to the execution extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), (A) the assigning Lender thereunder and the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from any Credit Party of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agents by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments Commitments, Advances, and Advances participation interest in the Letter of Credit Obligations of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000.00, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. (a) Any Lender may (an "Assignor") may, in accordance with applicable law, at any time and from time to time assign to one any Person (an "Assignee"), with the consent of the Administrative Agent (which consent shall not be required in the case of any assignment to a Lender, an Affiliate of a Lender or more Eligible Assignees an Approved Fund of any Lender), all or any portion part of its rights and obligations under this Agreement (includingpursuant to a Lender Assignment Agreement, without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing such Assignor and any other Person whose consent is required pursuant to it, the Notes held by itthis paragraph, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, ; provided that no such assignment to an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than any Lender or any Affiliate or Approved Fund thereof) shall be in an aggregate principal amount of less than $1,000,000 (other than in the Eligible Assignee case of an assignment of all of a Lender's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of a single Lender as one assignment), unless otherwise agreed by the Borrower and the Administrative Agent or and; provided, further, that after giving effect to any such assignment the assigning Lender shall have Loans remaining of at least $1,000,000 in the aggregate amount (other than in the case of an Affiliate assignment of all of a Lender) shall pay 's interests under this Agreement and treating simultaneous assignments to the Administrative Agent and from Approved Funds of a $3,500 administrative feesingle Lender as one assignment). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Lender Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAgreement, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Lender Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder with Loans as set forth therein, and (By) such Lender the Assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Lender Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance Agreement covering all or the remaining portion of such Lender’s an Assignor's rights and obligations under this Agreement, such Lender Assignor shall cease to be a party hereto). Any assignment or sale that does not comply with this clause (a) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.11.2.

Assignments. (a) Any Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its CommitmentsCommitment and the Loans (including in all instances for purposes of this subsection (a), participations in L/C Obligations) at the Advances time owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder, including as noted above, participations in L/C Obligations) subject to each such assignment, determined as of the date the Lender Assignment with respect to such assignment is delivered to the Administrative Agent, 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 and so long as in the case of Bank of Montreal, such Lender shall have been reduced to its “final hold amount” as described in the commitment letter referred to in the Agent and Arranger Fee Letter, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of such all the assigning Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and Loans or the related Advances and Letters of CreditCommitment assigned, except that this clause (ii) the amount shall not prohibit any Lender from assigning all or a portion of the Commitments its rights and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than obligations among separate Borrowings on a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereofnon-pro rata basis, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent a Lender Assignment, for its together with a processing and recordation fee of $3,500. Subject to acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of thereof by the Administrative Agent or an Affiliate pursuant to subsection (c) of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingthis Section, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Eligible Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder under this Agreement, and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Lender Assignment and Acceptance covering all or of the remaining portion of such assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 3.7, 10.4 and 10.5). Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.7.3 of this Section.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, and the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment of an Assigning Bank's Commitment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of such Commitment and such Bank shall simultaneously assign a pro rata portion of such Bank's rights and obligations in respect of its Parallel Agreement Commitment so that its pro rata percentage of each of the Commitments and the related Advances and Letters of CreditParallel Agreement Commitments is the same, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment and all of its Parallel Agreement Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssignment, together with the Note or Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of not already a Lender) Bank hereunder shall pay to the Administrative Agent a an assignment fee of $3,500 administrative fee3000 in connection with such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssignment, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssignment, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender Each Bank may assign to one or more Eligible Assignees financial institutions (as “Assignee”) all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, L/C Obligations and the participation interest in the Letter of Credit Obligations held by itLoans); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lenderthe assigning Bank’s rights and obligations assigned under this Agreement being assigned, and any assignment of such Bank’s Commitment and Committed Loans shall be an equal cover the same percentage with respect to both its obligations owing in respect of the Commitments such Bank’s Commitment and the related Advances and Letters of CreditCommitted Loans, (ii) unless Agent, Borrower and the L/C Issuer otherwise consent, the amount of the Commitments and Advances Commitment (such amount to be determined without reduction for utilization) of such Lender the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall be, if to an entity other than a Lender, not be less than One Million Dollars ($5,000,000 and 1,000,000) or shall be an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and, unless such assigning Bank is assigning its entire Commitment, shall not reduce the amount of the Commitment retained by such Bank to less than Five Million Dollars ($5,000,000), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with the Notes subject to such assignmenta processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), and (viv) each Eligible Assignee such assignment shall require the consent (other than which consent shall not be unreasonably withheld or delayed) of Borrower (unless an Event of Default shall have occurred and be continuing), Agent and the Eligible Assignee L/C Issuer; provided, however, that the consent of the Administrative Agent or an Affiliate of L/C Issuer shall not be required for any assignments by a Lender) shall pay Bank to the Administrative Agent a $3,500 administrative feeany other Bank. Upon such execution, delivery, approval, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAssumption, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes as a Bank and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender Bank hereunder and under the other Credit Documents and (By) such Lender the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement and under the other Credit Documents (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such Lenderan assigning Bank’s rights and obligations under this AgreementAgreement and under the other Credit Documents, such Lender Bank shall cease to be a party hereto, but shall remain entitled to the benefit of all of Borrower’s indemnities hereunder with respect to the period preceding such assignment).

Assignments. Any Lender Each Bank may assign all or a portion of its rights and obligations hereunder pursuant to this clause (b)(A) to (x) one or more Eligible Assignees all Banks or any portion affiliates of any Bank or (y) one or more other Eligible Transferees, provided that (i) any such assignment pursuant to clause (y) above shall be in the aggregate amount of at least $5,000,000, (ii) after giving effect to any such assignment pursuant to clause (x) or (y) above, no Bank shall have a Commitment of less than $5,000,000 unless such Bank's Commitment is reduced to zero pursuant to such assignment, (iii) the assigning Bank shall not assign any of its rights and obligations under this Agreement (including, without limitation, all or a portion assigning the same percentage of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and the 5-Year Agreement, provided that no Banks shall be required to make an equal percentage assignment under the 5-Year Agreement with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned assignments made pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible AssigneeSection 2.6 hereunder, (iv) any assignment pursuant to clause (y) shall require the parties consent of the Borrowers, which consent shall not be unreasonably withheld, and provided further, that, so long as no Loans or interest thereon shall be outstanding and no Default or Event of Default shall have occurred with respect to each PPL, Finance Co. or Resources and then be continuing, the Borrowers may at their option terminate the portion of such assignment shall execute and deliver assigning Bank's Commitment proposed to the Administrative Agent, for its acceptance and recording be assigned pursuant to clause (y) above in the Register, an Assignment and Acceptance, together with the Notes subject lieu of consenting to such assignment, and the Total Commitment shall be reduced in the amount of such termination. Assignments or terminations of all or any portion of any Bank's Commitment pursuant to this clause (vb)(A) each Eligible Assignee (other than will only be effective if the Eligible Assignee of Agent shall have received a written notice from the Administrative Agent or an Affiliate assigning Bank and the assignee, or, in the case of a Lender) shall pay to termination, the Administrative Agent a $3,500 administrative fee. Upon such executionBorrowers, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all assignment, payment of a nonrefundable assignment fee of $2,500 to the Agent by either the assigning Bank or the remaining assignee. No later than five Business Days after its receipt of any written notice of assignment or termination, the Agent will record such assignment or termination, and the resultant effects thereof on the Commitment of the assigning or terminating Bank and, in the case of an assignment, the assignee, in the Register, at which time such assignment or termination shall become effective, provided that the Agent shall not be required to, and shall not, so record any assignment or termination in the Register on or after the date on which any proposed amendment, modification or supplement in respect of this Agreement has been circulated to the Banks for approval until the earlier of (x) the effectiveness of such amendment, modification or supplement in accordance with Section 10.4 or (y) 30 days following the date on which such proposed amendment, modification or supplement was circulated to the Banks. Upon the effectiveness of any assignment or termination pursuant to this clause (b)(A), (x) the assignee, in the case of an assignment, will become a "Bank" for all purposes of this Agreement and the other Loan Documents with a Commitment as so recorded by the Agent in the Register, and to the extent of such assignment or termination, the assigning or terminating Bank shall be relieved of its obligations hereunder with respect to the portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)its Commitment being assigned or terminated.

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, assign to one any Lender or more Eligible Assignees any Affiliate or Approved Fund thereof or, with the consent of the Borrower, the Administrative Agent and the Issuing Lender (which consent of the Borrower, the Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default), to an additional bank or financial institution (an “Assignee”) all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit E (includingan “Assignment and Acceptance”), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment additional bank or financial institution, (i) the sum (without duplication) of the aggregate principal amount of the Commitments and Acceptance, together with Exposure being assigned shall not be less than $5,000,000 (or such lesser amount as may be agreed to by the Notes subject to such assignment, Borrower and the Administrative Agent) and (vii) each Eligible Assignee the sum (other than the Eligible Assignee without duplication) of the Administrative Agent aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall not be less than $5,000,000 (or an Affiliate of a Lender) shall pay such lesser amount as may be agreed to by the Borrower and the Administrative Agent a $3,500 administrative feeAgent). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto), but shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and 9.5 in respect of the period prior to such effective date.

Assignments. Any Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the Company and Linde and their respective successors and permitted assigns. This Agreement shall not be assignable by any of the parties hereto without the prior written consent of the other parties; provided, that Linde (i) may assign to one or more Eligible Assignees all or any portion of its rights and obligations duties under this Agreement to any other Linde Entity at any time, (includingii) at any time prior to the consummation of an Initial Public Offering, without limitationmay assign its rights and duties under this Agreement to any Person who acquires shares of Common Stock from any of the Linde Entities and (iii) at any time following the consummation of an Initial Public Offering, all may assign its rights and duties under this Agreement to a Person who acquires, in a transaction other than a Public Offering or a portion sale pursuant to Rule 144, at least fifty percent (50%) of its Commitmentsthe aggregate number of shares of Common Stock owned, directly or indirectly, by the Advances owing Linde Entities as of immediately prior to it, the Notes held by it, and the participation interest consummation of such transaction (any Person described in the Letter of Credit Obligations held by itforegoing clauses (i) through (iii), an “Assignee”); provided, howeverfurther, that (i) each no such assignment shall be binding upon or obligate the Company to any such Assignee unless and until such Assignee delivers to the Company (a) a written notice stating the name and address of such Assignee and identifying the shares of Common Stock owned by such Assignee and (b) a constantwritten instrument by which such Assignee agrees to be bound by the provisions of this Agreement applicable to the Linde Entities to the same extent as if such Assignee were a party hereto. Upon any assignment in accordance with this Section 3.10, the Assignee shall succeed to, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignmentsubstituted for, and (v) each Eligible Assignee (other than may exercise every right and power of, the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations assigning Linde Entity under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)Notes; provided, however, that (i) each no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of a constantat least $10,000,000, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, effected by means of an Assignment and Acceptance, together with the Notes subject Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee transferor Lender of the Administrative Agent or an Affiliate of a Lender) shall pay amount equal to the Administrative Agent a $3,500 administrative fee. Upon purchase price agreed between such executiontransferor Lender and such Assignee, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date such Assignee shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall deemed to be a Lender party hereto for to this Agreement and shall have all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shallwith a Revolving Commitment and/or Term Loans, to as the extent that rights and obligations hereunder have been assigned by it pursuant to case may be, as set forth in such Assignment and AcceptanceAssumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations under this Agreement (andhereunder to a corresponding extent, in the case of an Assignment and Acceptance covering all no further consent or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender action by any party shall cease to be a party hereto).be

Assignments. Any Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the Company and the NMP Entities and their respective successors and permitted assigns. This Agreement shall not be assignable by any of the parties hereto without the prior written consent of the other parties; provided, that any of the NMP Entities (i) may assign to one or more Eligible Assignees all or any portion of its rights and obligations duties under this Agreement to any other NMP Entity at any time, (ii) at any time prior to the consummation of an Initial Public Offering, may assign its rights and duties under this Agreement to any Person who acquires shares of Common Stock from any of the NMP Entities and (iii) at any time following the consummation of an Initial Public Offering, may assign its rights and duties under this Agreement (includingother than Section 3.2) to a Person who acquires, without limitation, all in a transaction other than a Public Offering or a portion sale pursuant to Rule 144, at least fifty percent (50%) of its Commitmentsthe aggregate number of shares of Common Stock owned, directly or indirectly, by the Advances owing NMP Entities as of immediately prior to it, the Notes held by it, and the participation interest consummation of such transaction (any Person described in the Letter of Credit Obligations held by itforegoing clauses (i) through (iii), an “Assignee”); provided, howeverfurther, that (i) each no such assignment shall be binding upon or obligate the Company to any such Assignee unless and until such Assignee delivers to the Company (a) a written notice stating the name and address of such Assignee and identifying the shares of Common Stock owned by such Assignee and (b) a constantwritten instrument by which such Assignee agrees to be bound by the provisions of this Agreement applicable to the NMP Entities to the same extent as if such Assignee were a party hereto. Upon any assignment in accordance with this Section 4.10, the Assignee shall succeed to, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignmentsubstituted for, and (v) each Eligible Assignee (other than may exercise every right and power of, the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations assigning NMP Entity under this Agreement; provided, such Lender that no rights or duties of the NMP Entities under Section 3.2 of this Agreement shall cease be assignable or delegable to be a party hereto)any Person other than to an NMP Entity.

Assignments. Any Lender may assign to one or more Eligible Assignees all (a) All or any portion part of its rights and obligations the interest of any Rent Assignee in, to or under this Agreement (including, without limitation, all or a portion of its CommitmentsParticipation Agreement, the Advances owing other Operative Documents or the Leased Property may be assigned or transferred by such Rent Assignee at any time to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)any Eligible Assignee; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all such Lender’s rights and obligations assigned under this the Rent Assignment Agreement and shall be an equal percentage with respect (if applicable to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, such Rent Assignee); (ii) unless both parties to the assignment are the Participants immediately prior to giving effect to the assignment, the amount of the Commitments and Advances Commitment of such Lender the assigning Rent Assignee being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not be less than $5,000,000 15,000,000.00 (or if less, the entire amount of such Participant’s Commitment) and shall be an integral multiple of $1,000,000 in excess thereof, 5,000,000.00 (or such Participant’s entire Commitment); (iii) each such assignment shall be to an Eligible Assignee, ; (iv) Lessor shall have received from the assignee/transferee or the assignor/transferor of a transfer fee in the amount of $1,000.00; (v) each assignee or transferee shall have complied, as of the date of the transfer, with the delivery requirements of Section 12.3(a); (vi) if the assignment occurs prior to the end of the Commitment Period, the assignor shall concurrently assign to the assignee that percentage of its Commitment set forth in Schedule II hereto; (vii) each assignee or transferee shall (A) acknowledge in writing, addressed and delivered to each of the parties to each this Participation Agreement, that the obligations to be performed by the assignor or transferor from and after the date of such transfer or assignment shall execute under this Participation Agreement and deliver all other Operative Documents are its obligations, including the obligations imposed by this Section 12.1(a), and (B) represent and warrant to Lessor, Guarantor, the Administrative Agent, for its acceptance each other Participant and recording Lessee in writing each of the representations and warranties as set forth in Section 8.1 and that it has the requisite power and authority to accept such assignment or transfer and engage in the RegisterOverall Transaction; (viii) the transferor and transferee Rent Assignee shall deliver to Lessee, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of Guarantor the Administrative Agent or and Lessor an Affiliate Assignment Agreement, in substantially the form of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such executionExhibit E, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) executed by the assignee thereunder shall be a party hereto for all purposes and, or transferee; and (ix) to the extent that rights and obligations hereunder required in the definition of “Eligible Assignee”, Lessee shall have been assigned provided its written consent (not to it pursuant to such Assignment and Acceptance, have be unreasonably withheld or delayed) which consent shall not be required during the rights and obligations existence of a Lender hereunder and (B) Default or Event of Default. Any transfer or assignment made in violation of the above requirements shall not be effective against the other parties to this Participation Agreement until such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)requirements are satisfied.

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights Loans and obligations assigned under this Agreement and shall be an equal percentage Commitments, with respect to both its obligations owing in respect the prior written consent of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, the Issuing Lender (for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee assignment of the Administrative Agent Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, the Company (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) shall executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the Administrative Agent a $3,500 administrative feeassigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such greater amounts). Upon such execution, delivery, acceptance and recording, from and after the effective date specified Any attempted assignment not made in each Assignment and Acceptance, which effective date accordance with this Section 15.6.1 shall be at least three treated as the sale of a participation under Section 15.6.2. The Company shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless the Company has expressly objected to such assignment within five Business Days after the execution notice thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender Bank may at any time assign to one or more Eligible Assignees all banks or any portion financial institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, and the Advances owing to it, the Notes held by itNotes, and such Assignee shall assume all such rights and obligations, pursuant to an Assignment and Acceptance, executed by such Assignee, such transferor Bank and the participation interest Agent (and, in the Letter case of Credit Obligations held an Assignee that is not then a Bank, by itthe Borrower); provided, however, provided that (i) each such assignment no interest may be sold by a Bank pursuant to this Section unless the Assignee shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect agree to both its obligations owing in respect assume ratably equivalent portions of the Commitments and the related Advances and Letters of Credittransferor Bank's Commitment, (ii) the amount of the Commitments and Advances Commitment of such Lender being assigned pursuant the transferor Bank subject to each such assignment (determined as of the effective date of the assignment) shall be equal to at least Five Million Dollars ($5,000,000), (iii) no interest may be sold by a Bank pursuant to this Section to any Assignee that is not then a Bank or an Affiliate of a Bank without the consent of the Borrower and the Agent (which consent shall not be unreason ably withheld), except after the occurrence of, and during the continuance of, an Event of Default, and (iv) during the term of this Agreement, a Bank may not have more than two Assignees that are not then Banks at any one time. Upon (A) execution of the Assignment and Acceptance with respect by such transferor Bank, such Assignee, the Agent and (if applicable) the Borrower, (B) delivery of an executed copy of the Assignment and Acceptance of the Borrower and the Agent, (C) payment by such Assignee to such assignment) shall be, if to transferor Bank of an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver amount equal to the Administrative Agent, for its acceptance purchase price agreed between such transferor Bank and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignmentAssignee, and (vD) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate payment of a Lenderprocessing and recordation fee of Two Thousand Five Hundred Dollars ($2,500) shall pay to the Administrative Agent a $3,500 administrative fee. Upon Agent, such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date Assignee shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, be a Bank party to the extent that rights this Agreement and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, Bank under this Agreement to the same extent that rights as if it were an original party hereto with a Commitment as set forth in such instrument of assumption, and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and the transferor Bank shall be released from its future obligations under this Agreement (andhereunder to a corresponding extent, in and no further consent or action by the case of an Assignment and Acceptance covering all Borrower, the Banks or the remaining portion Agent shall be required. Upon the consummation of any transfer to an Assignee pursuant to this Section 9.8.3, the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, a new Note is issued to such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)Assignee.

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its CommitmentsRevolving Commitment, the Advances owing to it, the Notes held by it, if any, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations assigned under this Agreement as a Lender and shall involve a ratable assignment of such Xxxxxx’s Revolving Commitment and such Xxxxxx’s Revolving Advances and shall be in an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Creditamount not less than $5,000,000, (ii) the amount of the Commitments resulting Revolving Commitment and Revolving Advances of such the assigning Lender being assigned (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes applicable Notes, if any, subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 4,000 administrative fee; and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)) but shall continue to be entitled to the benefits of Sections 2.8, 2.9, 2.11, 9.4, 9.7 and 9.16 with respect to facts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both (including, without limitation, its obligations owing in respect of the Commitments and the related Advances and Letters of Creditto make Advances), (ii) the amount of the Commitments and Advances of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000.00, (iii) each such assignment shall be to an Affiliate, an Approved Fund or an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with the Notes (if any) subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three Business Days after the execution thereofthereof (unless waived by the Administrative Agent), (Aa) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender Bank hereunder and (Bb) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender may may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time and from time to time, with the consent of the Issuing Lenders (which consent shall not be unreasonably withheld or delayed) assign to one any Lender or more Eligible Assignees any Affiliate thereof or, with the consent of the Borrower, the Administrative Agent and the Issuing Lenders (which consent of the Borrower, the Administrative Agent and the Issuing Lenders shall not be unreasonably withheld or delayed and which consent shall not be required from the Borrower during the continuation of an Event of Default and shall be deemed given if the Borrower has not objected thereto within fifteen Business Days of notice thereof), to an additional bank or financial institution (an “Assignee”) all or any portion part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Assumption, substantially in the form of Exhibit E (includingan “Assignment and Assumption”), without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing to it, the Notes held by itsuch assigning Lender, and (to the participation interest extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in the Letter case of Credit Obligations held by it); provided, however, an Assignee that (i) each such assignment shall be of is not then a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be Lender or an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess Affiliate thereof, (iiiby the Borrower) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, provided that, in the case of any such assignment to an Assignment and Acceptanceadditional bank or financial institution, together with (i) the Notes subject to such assignment, and sum (vwithout duplication) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or aggregate principal amount of the Commitments and Exposure being assigned shall not be less than $10,000,000 (or, if such Assignee is an Affiliate of a Lender, $5,000,000), or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) (x) the sum (without duplication) of the aggregate principal amount of the Commitments and Exposure retained by the assigning Lender, if any, shall pay not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) or (y) after giving effect to such assignment, the assigning Lender shall hold no Loans or Commitments. For the avoidance of doubt, no Lender may at any time assign or transfer all or any part of its rights and obligations under this Agreement and the other Loan Documents to any natural person or to the Administrative Agent a $3,500 administrative feeBorrower or any Affiliate of the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAssumption, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (By) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto)., but shall retain its rights pursuant to Sections 2.13, 2.14 and 2.15 in respect of the period prior to such effective date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6(c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section. 509265-1292-1635217123-Active.25783117.740387902.9

Assignments. Any Lender Each Bank may at any time assign and delegate to one or more Eligible Assignees (each, an "Assignee") with the written consent of the Company, which consent shall not be unreasonably withheld (provided that no written consent of the Company shall be required (a) after the occurrence and during the continuance of an Event of Default or (b) in connection with any assignment and delegation to an Affiliate of such Bank), all or any portion of its the Loans, the Commitment and the other rights and obligations of such Bank hereunder and under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)other Loan Documents; provided, however, that any Bank that is or becomes a party to this Agreement from time to time shall at all times retain an interest in the Loans, the Commitment and the other rights and obligations of a Bank hereunder in an amount that bears the same proportion to the interests of all Banks hereunder as such Bank retains in the loans, commitments and other rights and obligations of a bank under the Secured Loan Agreement; provided further, however, that the Company may continue to deal solely and directly with the assignor Bank in connection with the interest so assigned to an Assignee until (i) each such assignment shall be of a constant, and not a varying, percentage written notice of such Lender’s rights and obligations assigned under this Agreement and assignment, substantially in the form of Schedule 1 to the attached Exhibit F, shall be an equal percentage with respect have been given to both its obligations owing in respect of the Commitments Company and the related Advances Administrative Agent by such Bank and Letters of Creditthe Assignee, (ii) the amount of the Commitments such Bank and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) its Assignee shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver have delivered to the Administrative Agent, for its acceptance Agent and recording in the Register, Company an Assignment and Acceptance, Assumption Agreement substantially in the form of the attached Exhibit F ("Assignment and Assumption Agreement") (together with the Notes any Note(s) subject to such assignment), and (viii) each Eligible the Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay have paid to the Administrative Agent a processing fee in the amount of $3,500 administrative fee2,500. Upon such execution, delivery, acceptance and recording, from and after In the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after event that the execution thereof, (A) Company elects to permanently reduce the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it Maximum Commitment Amount pursuant to such Assignment Section 2.6, the minimum required hold amounts and Acceptancethe minimum amount of any assignment of a Bank's interest in the Loans, have the Commitment and the other rights and obligations of a Lender such Bank hereunder and (B) such Lender thereunder shall, to under the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and other Loan Documents shall be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).reduced pro rata. 10.8.2

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (includinghereunder, without limitation, all or a portion of its Commitments, the Advances owing pursuant to it, the Notes held by it, and the participation interest an assignment agreement substantially in the Letter form of Credit Obligations held by itSchedule 10.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that is reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; provided, however, provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount, (ii) so long as no Event of Default has occurred and is continuing, no Lender shall assign more than 50% of such Lender's original Commitment without the written consent of the Borrower and (iii) each such assignment shall be of a constant, and not a varying, percentage of all such Lender’s 's rights and obligations assigned under this Agreement and Credit Agreement. Any assignment hereunder shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in each Assignment the applicable assignment agreement and Acceptance(ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, which effective date and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be at least three Business Days after relieved of its obligations hereunder to the execution extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), (A) the assigning Lender thereunder and the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its respective Affiliates or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from the Borrower of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender. If the assignee is not a United States person under Section 7701(a)(30) of the Code, it shall deliver to the Borrower and the Administrative Agent a valid certification as to exemption from deduction or withholding of taxes in accordance with Section 3.10.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000.00, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 3,500.00 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender Each Bank may assign to one or more Eligible Assignees financial institutions (as "Assignee") all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, L/C Obligations and the participation interest in the Letter of Credit Obligations held by itLoans); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s the assigning Bank's rights and obligations assigned under this Agreement being assigned, and any assignment of such Bank's Commitment and Committed Loans shall be an equal cover the same percentage with respect to both its obligations owing in respect of the Commitments such Bank's Commitment and the related Advances and Letters of CreditCommitted Loans, (ii) unless Agent and Borrower otherwise consent, the amount of the Commitments and Advances Commitment (such amount to be determined without reduction for utilization) of such Lender the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall be, if to an entity other than a Lender, not be less than Five Million Dollars ($5,000,000 and 5,000,000) or shall be an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and, unless such assigning Bank is assigning its entire Commitment, shall not reduce the amount of the Commitment retained by such Bank to less than Five Million Dollars ($5,000,000), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance Agreement, together with the Notes subject to such assignmenta processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), and (viv) each Eligible Assignee such assignment shall require the consent (other than the Eligible Assignee which consent shall not be unreasonably withheld) of the Administrative Agent or Borrower (unless an Affiliate Event of a LenderDefault shall have occurred and be continuing) shall pay to the Administrative Agent a $3,500 administrative feeand Agent. Upon such execution, delivery, approval, acceptance and recording, from and after the effective date Effective Date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAcceptance Agreement, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes as a Bank and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender Bank hereunder and under the other Credit Documents and (By) such Lender the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its rights and be released from its obligations under this Agreement and under the other Credit Documents (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such Lender’s an assigning Bank's rights and obligations under this AgreementAgreement and under the other Credit Documents, such Lender Bank shall cease to be a party hereto, but shall remain entitled to the benefit of all of Borrower's indemnities hereunder with respect to the period preceding such assignment).

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes Note held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments Commitments, Advances, and Advances Letter of Credit Exposure of such Lender Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a LenderBank, not less than $5,000,000 and 10,000,000 shall be an integral multiple of $1,000,000 in excess thereof(unless such assignment represents the entire amount of such Bank's Commitments, Advances and Letter of Credit Exposure), (iii) each such assignment shall be an assignment of equal percentages of the assigning Bank's Tranche A Commitments, Tranche B Commitments, Tranche A Advances and Tranche B Advances, (iv) each such assignment shall be to an Eligible Assignee, (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes Note subject to such assignment, and (vvi) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 3,000 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto but all indemnification provisions contained herein shall continue to inure for the benefit of such departing Bank with respect to matters arising during the period such Bank was a party hereto).

Assignments. Any Each Lender may from time to time, in accordance with ----------- applicable Governmental Requirements, assign to one any or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all the Loan Documents to one or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)more Eligible Assignees; provided, however, that no such assignment shall -------- ------- be effective unless and until: (i) each such assignment the Borrower shall be of a constant, and not a varying, percentage have received prior notice of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, assignment; (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the Agent and the Issuer shall have given their written consent to such assignment (which consent shall not be unreasonably withheld); (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitments and Advances Commitment of such the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect Agreement respecting such assignment is delivered to such assignmentthe Agent) shall be, if to an entity other than a Lender, not be less than $5,000,000 5,000,000; and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute have executed and deliver delivered to the Administrative Agent, for its Agent an Assignment Agreement together with an assignment fee of $3,000 payable to the Agent (provided that no such fee shall be payable if the assignment -------- is to an Affiliate of such Lender). Upon acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject pursuant to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingSection 10.06(c), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAgreement, (Ai) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder under this Agreement and (Bii) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Sections 3.04, 3.05, 3.06 and 10.02, as well as to amounts accrued for its account pursuant to Section 2.05 or any other Loan Document and not yet paid).

Assignments. (a) Any Lender may (an "Assignor") may, in accordance with applicable law, at any time and from time to time assign to one any Person (an "Assignee"), with the consent of (A) each Issuing Lender (B) the Administrative Agent and (C) the Borrower (such consent not to be unreasonably withheld or more Eligible Assignees delayed) (except that the consent of the Borrower shall not be required (x) in the case of any assignment to a Lender, an Affiliate of a Lender or an Approved Fund of any Lender or (y) at any time a Default or Event of Default shall have occurred and be continuing or (z) on and after the date that a Change-In-Control of the type referred to in clause (b) of the definition of "Change-In-Control" shall have occurred), all or any portion part of its rights and obligations under this Agreement (includingpursuant to an Assignment Agreement, without limitationexecuted by such Assignee, all or a portion of its Commitments, the Advances owing such Assignor and any other Person whose consent is required pursuant to it, the Notes held by itthis paragraph, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register, ; provided that no such assignment to an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than any Lender or any Affiliate or Approved Fund thereof) shall be in an aggregate principal amount of less than $3,000,000 (other than, in each case, an assignment of all of a Lender's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of a single Lender as one assignment), unless otherwise agreed by the Eligible Assignee of Borrower and the Administrative Agent and each Issuing Lender; provided, further, that after giving effect to any such assignment the assigning Lender shall have Loans or Commitments remaining of at least $3,000,000 in the aggregate amount (other than, in each case, an Affiliate assignment of all of a Lender) shall pay 's interests under this Agreement and treating simultaneous assignments to the Administrative Agent and from Approved Funds of a $3,500 administrative feesingle Lender as one assignment). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each determined pursuant to such Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAgreement, (Ai) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder with Loans and Commitments as set forth therein, and (Bii) such Lender the Assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such Lender’s an Assignor's rights and obligations under this Agreement, such Lender Assignor shall cease to be a party hereto). Any assignment or sale that does not comply with this clause (a) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.11.2.

Assignments. Any Each Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitmentsrights, obligations or rights and obligations under this Credit Agreement, pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)Borrower; provided, however, provided that (i) any such assignment must be accompanied by an assignment of an identical percentage interest by such Lender of its interests under the TROL Documents, (ii) any such assignment (other than any assignment to an existing Lender) plus the assignment of such Lender's interest under the TROL Documents shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment plus the remaining interest of such Lender under the TROL Documents being assigned by such Lender) and in integral multiples of $1,000,000 above such amount and (iii) each such assignment shall be of a constant, and not a varying, percentage of all such Lender’s 's rights and obligations assigned under this Credit Agreement and the TROL Documents. Any assignment hereunder shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, 3,000 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in each Assignment the applicable assignment agreement and Acceptance(ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, which effective date and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be at least three Business Days after relieved of its obligations hereunder to the execution extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), (A) the assigning Lender thereunder and the assignee thereunder shall be a party deemed to confirm to and agree with each other and the other parties hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and as follows: (Bi) such assigning Lender thereunder shallwarrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the extent that rights and obligations hereunder have been assigned other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from any Credit Party of any of its obligations under this Agreement Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (andiii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in the case of an Assignment and Acceptance covering all taking or the remaining portion of such Lender’s rights and obligations not taking action under this AgreementCredit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such Lender shall cease powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a party hereto)Lender.

Assignments. Any Lender may assign to one or more Eligible Assignees all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsLoans, the Advances owing to itits Notes, the Notes held by it, its Commitments and the participation interest any Participation Interest in the Letter Letters of Credit Obligations and Swingline Loans held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) that: each such assignment shall be to an Eligible Assignee; except in the case of an assignment to another Lender, an Affiliate of an existing Lender or any Approved Fund (ivA) the aggregate amount of the Revolving Commitment of the assigning Lender subject to such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not, without the consent of Caxxxxxxx xnd the Administrative Agent, be less than $5,000,000 and an integral multiple of $1,000,000 (or such lesser amount as shall equal the assigning Lender's entire Revolving Commitment) and (B) after giving effect to such assignment, unless otherwise consented to by Caxxxxxxx, the aggregate amount of the Revolving Commitment to the assigning Lender shall not be less than $2,500,000 (unless the assigning Lender shall have assigned its entire Revolving Commitment pursuant to such assignment or assignments otherwise complying with this Section executed substantially simultaneously with such assignment); each such assignment by a Lender shall be of a constant, and not varying, percentage of all rights and obligations in respect of a particular Class of Commitments under this Agreement and the other Loan Documents; the parties to each such assignment shall execute and deliver to the Administrative AgentAgent and, for its acceptance and recording in the Register, an Assignment and Acceptance, together only with the Notes subject respect to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee any assignment of all or a portion of the Administrative Agent or an Affiliate of a Lender) shall pay to Revolving Committed Amount, the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, Issuing Lenders for their acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all in the form of Exhibit C, together with any Note subject to such assignment and a processing fee of $3,500, payable or agreed between the remaining portion of such Lender’s rights assigning Lender and obligations under this Agreement, such Lender shall cease to be a party hereto)the assignee.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCommitment, the Advances owing to it, and the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments such Bank's Commitment and the related Advances and Letters of Creditsuch Bank's Advances, (ii) the amount of the Commitments resulting Commitment and Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the consent of the Administrative Agent shall be required, which consent shall not be unreasonably withheld or delayed, except with respect to assignments to other Banks or an Affiliate of the assigning Bank, (vi) no such assignments shall be made to any Defaulting Lender or Potential Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause, and (vvii) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent or which is an Affiliate of a Lenderthe assigning Bank) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Bank may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank, and this Section shall not apply to any such assignment. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Administrative Agent and, unless a Default has occurred and is continuing, the Borrower, which consent shall not be unreasonably withheld or delayed, the applicable pro rata share of Advances 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 and each other Bank hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments. Any Lender Each Bank may assign to one or more Eligible Assignees financial institutions (as "Assignee") all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, Commitments and the participation interest in the Letter of Credit Obligations held by itLoans); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s the assigning Bank's rights and obligations assigned under this Agreement being assigned, and any assignment of such Bank's Commitment and Committed Loans shall be an equal cover the same percentage with respect to both its obligations owing in respect of the Commitments such Bank's Commitment and the related Advances and Letters of CreditCommitted Loans, (ii) unless Agent and Borrower otherwise consent, the amount of the Commitments and Advances Commitment (such amount to be determined without reduction for utilization) of such Lender the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall be, if to an entity other than a Lender, not be less than Five Million Dollars ($5,000,000 and 5,000,000) or shall be an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and, unless such assigning Bank is assigning its entire Commitment, shall not reduce the amount of the Commitment retained by such Bank to less than Five Million Dollars ($5,000,000), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance Agreement, together with the Notes subject to such assignmenta processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), and (viv) each Eligible Assignee such assignment shall require the consent (other than the Eligible Assignee which consent shall not be unreasonably withheld) of the Administrative Agent or Borrower (unless an Affiliate Event of a LenderDefault shall have occurred and be continuing) shall pay to the Administrative Agent a $3,500 administrative feeand Agent. Upon such execution, delivery, approval, acceptance and recording, from and after the effective date Effective Date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAcceptance Agreement, (Ax) the assignee Assignee thereunder shall be a party hereto for all purposes as a Bank and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender Bank hereunder and under the other Credit Documents and (By) such Lender the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its rights and be released from its obligations under this Agreement and under the other Credit Documents (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such Lender’s an assigning Bank's rights and obligations under this AgreementAgreement and under the other Credit Documents, such Lender Bank shall cease to be a party hereto, but shall remain entitled to the benefit of all of Borrower's indemnities hereunder with respect to the period preceding such assignment).

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, it and the participation interest in the Letter of Credit Obligations Subordinated Notes held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof5,000,000.00, (iiiii) each such assignment shall be to an Eligible Assignee, (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Subordinated Notes subject to such assignment, and (viv) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent that is a Lender or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofthereof unless otherwise waived by the Agent in its sole discretion, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may may, with the prior written consent of (i) the Administrative Agent, and (ii) so long as no Default or Event of Default exists and except in the case of assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the Borrower (which consent, in each case, shall not be unreasonably withheld (it being agreed that the Borrower’s withholding of consent to an assignment which would result in (i) the Borrower having to pay amounts under Section 3.10. as a result of the admission of an Assignee or (ii) the admission of an Assignee which refuses to receive confidential information subject to the confidentiality requirements set forth herein shall in each case be deemed to be reasonable)), at any time assign to one or more Eligible Assignees (each an “Assignee”) all or any a portion of its rights and obligations under this Agreement and the Notes (includingwhich may include, without limitationsubject to the limitations herein provided, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, Commitment and the participation interest in the Letter of Credit Obligations held by itLoans); provided, however, that (i) any partial assignment of a Lender’s interest in its Commitment and Loans shall be in an amount at least equal to $10,000,000 (or, at any time that an Event of Default exists, the lesser of (x) $10,000,000 or (y) the entire amount of such Lender’s Commitment and/or Loans), and (ii) each such assignment shall be effected by means of a constant, an Assignment and not a varying, percentage Assumption Agreement. Upon execution and delivery of such Lender’s rights instrument and obligations assigned under payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for have all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shallwith a Commitment and/or Loans, to the extent that rights and obligations hereunder have been assigned by it pursuant to as set forth in such Assignment and AcceptanceAssumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations under hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Agreement subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that (i) to the extent requested by the Assignee or transferor Lender, new Notes are issued to the Assignee and such transferor Lender, as appropriate and (ii) any Notes held by the transferor Lender are promptly returned to the Borrower for cancellation (and, to the extent not so returned, Borrower shall be entitled to receive a customary indemnity agreement of the type described in Section 2.11.(c)(ii)(A) from such transferor Lender). In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the case amount of an Assignment and Acceptance covering all $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to any natural person or to the remaining portion Borrower, the Parent Guarantor or any of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)their respective Affiliates or Subsidiaries.

Assignments. Any Lender (a) Subject to Section 12.13, the Lenders collectively or individually may assign to one or more Eligible Assignees all or any a portion of its their respective rights and obligations under this Agreement (including, without limitation, all or a an undivided portion thereof corresponding to the portion of its Commitments, the Advances owing to it, the Notes held Commitment being assigned) by it, and the participation interest in the Letter way of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the Assignment. The parties to each such assignment Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Administrative AgentBorrower, and to the Agent for its acceptance consent and recording in the RegisterRegister and, except in the case of an Assignment and Acceptance, together with by the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent Lenders collectively or an Affiliate Assignment by a Lender to an affiliate of a that Lender) , shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Administrative Agent a $3,500 administrative feeAgent. Upon After such execution, delivery, acceptance consent and recording, from and after recording the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee Assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceit, have the rights and obligations of a Lender hereunder and (B) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights (other than its indemnification rights) and be released from its obligations under this Agreement (Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such an assigning Lender’s rights LEGAL_1:83525085.7 \ and obligations under this Agreement, such Lender shall cease to be a party heretohereto (other than in respect of its indemnification rights). The Lenders agree that, provided that no Event of Default under this Agreement or the Trust Indenture has occurred, no assignment shall be made which would result in any increased costs to the Borrower.

Assignments. Any Each Lender may from time to time, in accordance with applicable Governmental Requirements, assign to one any or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all the Loan Documents to one or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)more Eligible Assignees; provided, however, that (i) each no such assignment shall be of a constant, effective unless and not a varying, percentage until: (i) the Borrower shall have received prior notice of such assignment; (ii) except in the case of an assignment to a Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage , (A) with respect to both an assignment by a Revolving Lender, the Agent, the Issuers and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower shall have given their written consent to such assignment (which consent in each case shall not be unreasonably withheld or delayed), and (B) with respect to an assignment by a Term Lender, unless the assignment is to an Approved Fund, the Agent shall have given its obligations owing written consent to such assignment (which consent shall not be unreasonably withheld or delayed); (iii) in respect the case of an assignment by a Revolving Lender, the Commitments Agent and the related Advances and Letters of CreditIssuers shall have given their written consent to such assignment, (iiiv) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the Commitments and Advances Term Loan or the amount of such the Revolving Commitment of the assigning Lender being assigned pursuant subject to each such assignment (determined as of the date of the Assignment and Acceptance Agreement respecting such assignment is delivered to the Agent) shall not be less than $1,000,000 with respect to such assignment) shall be, if to an entity other than a Lender, not less than any Term Loan and $5,000,000 and shall be an integral multiple with respect to any Revolving Commitment (treating related Approved Funds as one assignee for purposes of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, minimum); (ivv) the parties to each such assignment shall execute have executed and delivered to the Agent an Assignment Agreement (such Assignment Agreement to be (A) electronically executed and delivered to the Agent via an electronic settlement system then acceptable to the Agent, which shall initially be the settlement system of ClearPar, LLC or (B) manually executed and delivered together with a processing and recordation fee of $3,000; provided that no such fee shall be payable if the assignment is to an Affiliate of such Lender and only one such fee is payable in connection with simultaneous assignments to or by two or more related Approved Funds), (vi) the assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent, for its Agent an administrative questionnaire and applicable tax form(s). Upon acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject pursuant to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recordingSection 10.06(c), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereofAgreement, (Ai) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder under this Agreement and (Bii) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Sections 3.04, 3.05, 3.06 and 10.02, as well as to amounts accrued for its account pursuant to Section 2.05 or any other Loan Document and not yet paid).

Assignments. Any Lender may may, with the prior written consent of the Agent and (so long as no Event of Default exists) the Borrower (which consents shall not be unreasonably delayed or withheld and, in any event, shall not be required for an assignment by a Lender to one of its Affiliates or to any other Lender), at any time assign and delegate to one or more Eligible Assignees commercial banks or other Persons (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”) all or any portion fraction of its rights such Lender’s Loans and obligations under this Agreement Commitment (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, which assignment and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment delegation shall be of a constant, and not a varying, percentage of such all the assigning Lender’s rights Loans and obligations assigned under this Agreement and shall be an Commitment) in a minimum aggregate amount equal percentage with respect to both its obligations owing in respect the lesser of the Commitments and the related Advances and Letters of Credit, (iii) the amount of the Commitments assigning Lender’s Revolving Percentage of the Revolving Commitment Amount plus such Lender’s Term Loans and Advances (ii) $50,000,000; provided that (a) no assignment and delegation may be made to any Person if, at the time of such Lender being assigned pursuant assignment and delegation, the Borrower would be obligated to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver pay any greater amount under Section 7.6 to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall Borrower is then obligated to pay to the Administrative assigning Lender under such Section (and if any assignment is made in violation of the foregoing, the Borrower will not be required to pay the incremental amounts) and (b) the Borrower and the Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after entitled to continue to deal solely and directly with such Lender in connection with the execution thereof, (A) interests so assigned and delegated to an Assignee until the assignee thereunder date when all of the following conditions shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).met:

Assignments. (i) Any Lender Bank, in accordance with applicable law, may assign to one or more Eligible Assignees all or any a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or including a portion or all of its Commitments, Commitment or of the Advances Loans at the time owing to it) to one or more banks or other financial institutions (each, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by itan “Assignee”); provided, however, that (iA) each of API (other than during the existence of an Event of Default under Section 8.01(a), (g) or (h)) and the Administrative Agent must give its prior written consent (which consent shall not be unreasonably withheld) to any such assignment shall be of (other than an assignment by a constant, and not a varying, percentage Bank to an affiliate of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect Bank or to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credita Federal Reserve Bank), (iiB) the amount of the Commitments and Advances Commitment of such Lender being assigned pursuant to each such assignment the assigning Bank (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if subject to such assignment (other than in the case of an assignment to an entity other than affiliate of the Bank or a Lender, Federal Reserve Bank) shall not be less than $5,000,000 and 10,000,000, unless API otherwise consents (which consent shall not be an integral multiple of $1,000,000 in excess thereofunreasonably withheld), (iii) each such assignment shall be to an Eligible Assignee, (ivC) the parties to each such assignment (other than an assignment to a Federal Reserve Bank) shall execute and deliver to the Administrative Agent for recording in the Register an instrument evidencing such assignment, in substantially the form of Exhibit F (an “Assignment and Acceptance”), and the assigning Bank or the Assignee shall pay to the Administrative Agent an assignment fee in cash equal to $1,000 (if the Assignee is already a Bank) or $3,500 (otherwise), and (D) as of the date of such assignment, except with the prior written consent of API and the Administrative Agent, (1) the Assignee shall not have any right, and shall have no knowledge that such assignment would result in its having the right, to request compensation pursuant to Section 4.04 after giving effect to such assignment (other than Indemnified Taxes but only to the extent that the assignor Bank was so entitled) and (2) the parties to such assignment shall have no knowledge that such assignment (a) would cause it to be unlawful for any party thereto to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan or (b) would cause any Borrower to incur any liability under Section 4.03 or 4.04 (other than Indemnified Taxes but only to the extent that the assignor Bank was so entitled). Upon acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three two Domestic Business Days after the execution thereof, (A) the assignee Assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been of the Commitment assigned to it pursuant to by such Assignment and Acceptance, shall have the rights and obligations of of, and shall for all purposes be, a Lender hereunder Bank under this Agreement and (B) such Lender the assigning Bank thereunder shall, to the extent that rights and obligations hereunder have been of the Commitment assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement such Commitment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lenderan assigning Bank’s rights and obligations Commitment under this AgreementAgreement and in the case of an assignment pursuant to Section 4.06, such Lender Bank shall cease to be a party hereto). Notwithstanding the foregoing, (A) any Bank assigning any portion of its rights and obligations under this Agreement may retain any Competitive Advance Loans made by it outstanding at such time and, in such case, shall retain its rights hereunder in respect of any Competitive Advance Loans so retained until such Loans have been repaid and (B) any Bank may at any time assign or grant a security interest in its Loans and its rights (but not its obligations) under this Agreement, including to a Federal Reserve Bank; provided that no such assignment or grant pursuant to this clause (B) shall release a Bank from any of its obligations hereunder.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, and the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender Bank being assigned in the various facilities evidenced hereby pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 and shall be an integral multiple (or the Dollar Equivalent) (or if less, the amount of $1,000,000 such Bank's remaining Commitments) in excess thereofthe aggregate, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 2,500 administrative fee, and (vi) the Agent shall retain, until the occurrence of an Event of Default, aggregate Commitments which constitute at least 15% of the total Commitments of the Banks. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender (a) The Lenders collectively or individually may assign to one or more Eligible Assignees all or any a portion of its their respective rights and obligations under this Agreement (including, without limitation, all or a portion of its their respective Commitments) to one or more Persons, with the consent of the Administrative Agent, the Advances owing to it, the Notes held by it, LC Fronting Lender and the participation interest Borrower (not to be unreasonably withheld) unless a Default or an Event of Default has occurred and is continuing, in which case, no such consent of the Letter of Credit Obligations held by it); provided, however, that (i) each such Borrower will be required. Each assignment shall be of a constantuniform, and not a varying, percentage of such Lender’s all rights and obligations assigned of the assignor(s) under this Agreement and shall be an equal percentage with respect to both its obligations owing or in respect of the Commitments and the related Advances and Letters of Credit, (ii) the . No assignment may be in an amount less than Cdn. $5,000,000 unless such assignment is of the Commitments and Advances entire Commitment of such Lender being assigned pursuant to each such assignment (a Lender, or result in the Commitment of any Lender, determined as of the effective date of the Assignment and Acceptance Agreement with respect to such assignment) shall be, if to an entity other than a Lender, not being less than Cdn. $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the 5,000,000. The parties to each such assignment shall execute and deliver an Assignment Agreement to the Administrative Agent and, unless a Default or an Event of Default has occurred and is continuing, to the Borrower, for its acknowledgement, as the case may be, and recording by the Administrative Agent in the Register and, except in the case of an assignment by a Lender to an Affiliate of that Lender, shall pay a processing and recording fee of $3,500 to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon After such execution, delivery, acceptance acknowledgement and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, recording (Ai) the assignee thereunder shall be a party hereto for all purposes to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceit, have the rights and obligations of a Lender hereunder and (Bii) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and be released from its obligations under this Agreement (Agreement, other than obligations in respect of which it is then in default or which arose prior to its assignment, and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of such an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Each of the Fund, the Borrower and the Restricted Subsidiaries hereby consents to the disclosure of any information and opinions relating to it to any potential Lender or participant provided that the potential Lender or participant agrees in writing to keep the information confidential and to return such information if it does not become a Lender or a participant.

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Loan Commitments, the Revolving Loan Advances owing to it, the Revolving Loan Notes held by it, and the participation interest in the Letter Letters of Credit Obligations held owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount assignments of the Revolving Loan Commitments and Advances shall be made in minimum amounts of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an made in integral multiple multiples of $1,000,000 in excess thereofthereof and the assigning Bank, if it retains any Revolving Loan Commitments, shall maintain at least $5,000,000 in Revolving Loan Commitments, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Revolving Loan Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 5,000 administrative fee. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s Bank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other ----------- entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each -------- ------- such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s 's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect involve a ratable assignment of the Commitments such Lender's Commitment and the related Advances and Letters of CreditAdvances, (ii) the amount of the resulting Commitments and Advances of such the assigning Lender being assigned (unless it is assigning all its Commitments) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (v) the Administrative Agent shall consent to such assignment, which consent shall not be unreasonably withheld or delayed, and (vvi) each Eligible Assignee (other than the an Eligible Assignee of the Administrative Agent or which is an Affiliate of a the assigning Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Any Lender The Borrower and each of the Banks agree that any Bank (the "Assigning Bank") may at any time assign to one an Eligible Assignee all, or more Eligible Assignees all or any portion a proportionate part of all, of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, Commitments and the participation interest in the Letter of Credit Obligations held by itLoans) (each an "Assignee"); provided, however, that (i) each such assignment shall be of a constantconsistent, and not a varying, percentage of such Lender’s all of the assigning Bank's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditLoan Documents, (ii) except in the case of an assignment of all of a Bank's rights and obligations under the Loan Documents, the amount of the Commitments and Advances of such Lender the assigning Bank being assigned or if any Commitment has terminated or otherwise been fulfilled, the outstanding principal amount of the related Loans, pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than Five Million Dollars ($5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof5,000,000), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and Acceptance, together with the Notes subject to such assignment, and a processing and recordation fee of Three Thousand Dollars (v$3,000) each Eligible Assignee payable by the assignor or assignee (other than and not the Eligible Assignee Borrower); provided that such fee shall not be payable to Agent if the Assigning Bank is making an assignment to one of its Affiliates; and (iv) the Borrower and the Agent must consent to such assignment, which consent shall not be unreasonably withheld, with such consents to be evidenced by the Borrower's and the Agent's execution of the Administrative Agent or Assignment and Acceptance; provided that Borrower's consent will not be necessary if the Assigning Bank is making an Affiliate assignment to one of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeits Affiliates. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three five (5) Business Days after the execution thereof, or, if so specified in such Assignment and Acceptance, the date of acceptance thereof by the Agent, (Ax) the assignee thereunder shall be a party hereto for all purposes as a "Bank" and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and under the Loan Documents, and (By) such Lender the Bank that is an assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s a Bank's rights and obligations under this Agreementthe Loan Documents, such Lender Bank shall cease to be a party heretothereto).. The Agent shall maintain at its Principal Office a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitments of, and principal amount of the Loans owing to each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes under the Loan Documents. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance

Assignments. Any Lender may may, with the prior written consent of (i) the Administrative Agent, and (ii) so long as no Default or Event of Default exists and except in the case of assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the Borrower (which consent, in each case, shall not be unreasonably withheld (it being agreed that the Borrower’s withholding of consent to an assignment which would result in (i) the Borrower having to pay amounts under Section 3.10. as a result of the admission of an Assignee or (ii) the admission of an Assignee which refuses to receive confidential information subject to the confidentiality requirements set forth herein shall in each case be deemed to be reasonable)), at any time assign to one or more Eligible Assignees (each an “Assignee”) all or any a portion of its rights and obligations under this Agreement and the Notes (includingwhich may include, without limitationsubject to the limitations herein provided, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by itLoan); provided, however, that (i) any partial assignment of a Lender’s interest in the Loan shall be in an amount at least equal to $10,000,000 (or, at any time that an Event of Default exists, the lesser of (x) $10,000,000 or (y) the entire amount of such Lender’s interest in the Loan), and (ii) each such assignment shall be effected by means of a constant, an Assignment and not a varying, percentage Assumption Agreement. Upon execution and delivery of such Lender’s rights instrument and obligations assigned under payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for have all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shallwith an interest in the Loan, to the extent that rights and obligations hereunder have been assigned by it pursuant to as set forth in such Assignment and AcceptanceAssumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations under hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Agreement subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that (i) to the extent requested by the Assignee or transferor Lender, new Notes are issued to the Assignee and such transferor Lender, as appropriate and (ii) any Notes held by the transferor Lender are promptly returned to the Borrower for cancellation (and, to the extent not so returned, Borrower shall be entitled to receive a customary indemnity agreement of the type described in Section 2.11.(c)(ii)(A) from such transferor Lender). In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the case amount of an Assignment and Acceptance covering all $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to any natural person or to the remaining portion Borrower, the Parent Guarantor or any of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)their respective Affiliates or Subsidiaries.

Assignments. Any Lender may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of CreditAgreement, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 5,000,000.00 and shall be an integral multiple of $1,000,000 1,000,000.00 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a LenderAgent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. (a) Any Lender may at any time assign to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights Loans and obligations assigned under this Agreement and shall be an equal percentage Commitment, with respect to both its obligations owing in respect the prior written consent of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, the Issuing Lender and, so long as no Event of Default exists, the Co-Borrowers (which consents shall not be unreasonably withheld or delayed and shall not be required for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject assignment by a Lender to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent a Lender or an Affiliate of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. The Co-Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) shall executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Co-Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than the Co-Borrowers are then obligated to pay to the Administrative Agent a $3,500 administrative feeassigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Co- Borrowers will not be required to pay such greater amounts). Upon such execution, delivery, acceptance and recording, from and after the effective date specified Any attempted assignment not made in each Assignment and Acceptance, which effective date accordance with this Section 15.8.1 shall be at least treated as the sale of a participation under Section 15.8.2. The Co-Borrowers shall be deemed to have granted their consent to any assignment requiring its consent hereunder unless the Co-Borrowers have expressly objected to such assignment within three Business Days after the execution notice thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender Bank may assign to one or more Eligible Assignees banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any of its Revolving Credit Commitments or Term Loan Commitments, the any Advances owing to it, the and any Notes held by it) with the consent, and not to be unreasonably withheld, of the participation interest in the Letter of Credit Obligations held by it); Administrative Agent, provided, however, that (i) each such assignment of an assigning Bank’s Revolving Credit Commitment or Term Loan Commitment shall be of a constant, and not a varying, percentage of all of such LenderBank’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Creditsuch Revolving Credit Commitment or Term Loan Commitment, (ii) the amount of the Commitments each such resulting Revolving Credit Commitment or Term Loan Commitment, as applicable, and applicable Advances of such Lender being assigned the assigning Bank (unless it is assigning all its Revolving Credit Commitment or Term Loan Commitment) and the assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than $5,000,000 10,000,000 for any applicable Commitment and shall be an integral multiple of $1,000,000 in excess thereof(unless each of the Borrower and the Administrative Agent consents; provided that the Borrower shall have no such consent right if a Default has occurred and is continuing), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssignment, together with the any Note or Notes subject to such assignment, and shall pay all legal and other expenses in respect of such assignment and (v) each Eligible Assignee (other than the Eligible Assignee of assignor or the Administrative Agent or an Affiliate of a Lender) assignee shall pay to the Administrative Agent a an assignment fee of $3,500 administrative feein connection with such assignment (which shall be waivable by the Administrative Agent in its sole discretion). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssignment, have the rights and obligations of a Lender Revolving Credit Bank or Term Loan Bank, as applicable, hereunder and (B) such Lender Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssignment, relinquish its rights and be released from its obligations to lend under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto).

Assignments. Any (a) On and as of the Effective Date (as hereinafter ----------- defined), each of the Existing Lenders shall sell and assign and the Additional Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (includingExisting Lenders shall purchase and assume, without limitationat the principal amount thereof, all or a portion of its such interests in the A Commitments, the Advances owing to itB Commitments, the Notes held by itA Revolving Credit Loans, B Revolving Credit Loans and the participation interest in the Letter of Credit Obligations outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases to the Commitments, Loans and Letter of Credit Obligations provided by the Lenders, the A Commitments, B Commitments, A Revolving Credit Loans, B Revolving Credit Loans and Letter of Credit Obligations outstanding will be held by it); providedthe Lenders ratably in accordance with their Pro Rata Shares of the Total Commitment, howeveras set forth in Annex I to this Agreement. Such sales, assignments and purchases shall be without recourse, representation or warranty, except that paragraphs 2 (other than clauses (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee thereof), 4 and 5 of the Administrative Agent or an Affiliate of a Lender) shall pay Exhibit H to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance Financing Agreement are hereby incorporated by reference as if set forth herein and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date Existing Lender that is assigning any interest shall be at least three Business Days after deemed to have made the execution thereofrepresentations, (A) warranties and statements of Assignor in such paragraphs and the assignee thereunder Additional Lender and each Existing Lender that is purchasing any interest shall be a party hereto for all purposes anddeemed to have made the representations, to the extent that rights warranties and obligations hereunder have been assigned to it pursuant to statements of Assignee in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)paragraphs.

Assignments. Any Lender may (a) Each Bank shall have the right, in accordance with the terms and conditions of this Section 10.10, at any time or times to assign to one or more Eligible Assignees commercial banks, finance companies, insurance companies or other financial institution or fund which, in each case, in the ordinary course of business extends credit of the type contemplated herein, without recourse, all or a percentage of all of such Bank’s Commitment, all Loans made by such Bank, such Bank’s Notes, and such Bank’s interest in any participation purchased pursuant to Section 2.1C or 8.5 hereof. (b) No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and Agent (other than an assignment by any Bank to any Affiliate of such Bank), which consent of Borrower and Agent shall not be unreasonably withheld; provided, however, that, Xxxxxxxx’s consent shall not be required if, (i) such assignment is to another Bank or an Approved Fund, or (ii) at the time of the proposed assignment, any Default or Event of Default shall then exist; provided, further, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within (7) Business Days after it receives notice thereof. Anything herein to the contrary notwithstanding, any Bank may at any time make a collateral assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such assigning Bank from its obligations under hereunder. (c) Each assignment made pursuant to this Section 10.10 shall be in a minimum amount of the lesser of Ten Million Dollars ($10,000,000) of the assignor’s Commitment and interest herein or the entire amount of the assignor’s Commitment and interest herein. (d) Unless waived by Agent, either the assignor or the assignee shall remit to Agent, for its own account, an administrative fee of Three Thousand Five Hundred Dollars ($3,500). (e) The parties to each assignment shall (i) execute and deliver to Borrower and Agent an Assignment Agreement and (includingii) execute and deliver, without limitationor cause the assignee to execute and deliver, as the case may be, to Agent such additional amendments, assurances and other writings as Agent may reasonably require. (f) [Reserved.] (g) Upon satisfaction of all applicable requirements specified in subparts (a) though (f) above, Borrower shall execute and deliver (i) to Agent, the assignor and the assignee, any consent or release (of all or a portion of its Commitments, the Advances owing obligations of the assignor) required to it, be delivered by Borrower in connection with the Notes held by itAssignment Agreement, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in assignee or the Registerassignor (if applicable), an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent appropriate Note or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative feeNotes. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).After

Assignments. Any Lender Each Bank may at any time assign and delegate to one or more Eligible Assignees (each, an "Assignee") with the written consent of the Company, which consent shall not be unreasonably withheld (provided that no written consent of the Company shall be required (a) after the occurrence and during the continuance of an Event of Default or (b) in connection with any assignment and delegation to an Affiliate of such Bank), all or any portion of its the Loans, the Commitment and the other rights and obligations of such Bank hereunder and under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it)other Loan Documents; provided, however, that any Bank that is or becomes a party to this Agreement from time to time shall at all times retain an interest in the Loans, the Commitment and the other rights and obligations of a Bank hereunder in an amount that bears the same proportion to the interests of all Banks hereunder as such Bank retains in the loans, commitments and other rights and obligations of a bank under the Secured Loan Agreement; provided further, however, that the Company may continue to deal solely and directly with the assignor Bank in connection with the interest so assigned to an Assignee until (i) each such assignment shall be of a constant, and not a varying, percentage written notice of such Lender’s rights and obligations assigned under this Agreement and assignment, substantially in the form of Schedule 1 to the attached Exhibit F, shall be an equal percentage with respect have been given to both its obligations owing in respect of the Commitments Company and the related Advances Administrative Agent by such Bank and Letters of Creditthe Assignee, (ii) the amount of the Commitments such Bank and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) its Assignee shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver have delivered to the Administrative Agent, for its acceptance Agent and recording in the Register, Company an Assignment and Acceptance, Assumption Agreement substantially in the form of the attached Exhibit F ("Assignment and Assumption Agreement") (together with the Notes any Note(s) subject to such assignment), and (viii) each Eligible the Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay have paid to the Administrative Agent a processing fee in the amount of $3,500 administrative fee2,500. Upon In the event that the Company elects to permanently reduce the Maximum Commitment Amount pursuant to Section 2.6, the minimum required hold amounts and the minimum amount of any assignment of a Bank's interest in the Loans, the Commitment and the other rights and obligations of such execution, delivery, acceptance Bank hereunder and recording, from under the other Loan Documents shall be reduced pro rata. 10.8.2 From and after the effective date specified in each Assignment on which the Administrative Agent notifies the assigning Bank that all conditions and Acceptancerequirements of the assignment have been met, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, then to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment (a) the Assignee thereunder shall be a party hereto and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents and the Co-Lender hereunder and Agreement, (Bb) the assigning Bank shall relinquish such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its such assigned obligations under the Loan Documents, (c) this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease be deemed to be a party hereto).amended to the extent necessary to reflect the addition of the Assignee and the resulting adjustment of the Pro Rata Shares of the Loans arising therefrom, and (d) the Pro Rata Share allocated to an Assignee shall reduce the Pro Rata Share of the assigning Bank. 10.8.3

Assignments. Any (a) With the prior consent of the Agent and the Borrower, which consent shall not be unreasonably withheld, each Lender may assign to one or more Eligible Assignees other Persons all or any a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held outstanding Loans made by it, it and the participation interest in the Letter of Credit Obligations Note or Notes held by it); provided, however, that (i) each such except in the case of an assignment shall be of a constant, and not a varying, percentage to an Affiliate of such Lender or a Person that, immediately prior to such assignment, was a Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall be, if to an entity other than a Lender, not in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof5,000,000, (iiiii) each such assignment shall be to an Eligible Assignee, (iii) each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitment) under each of the Term Loans and the Revolving Loans, and (iv) the parties to each such assignment shall will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the any Note or Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee will pay a -91- 97 processing fee of the Administrative Agent or an Affiliate of a Lender) shall pay $3,000 to the Administrative Agent a $3,500 administrative feefor its own account. Upon such execution, delivery, acceptance and recordingrecording of the Assignment and Acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, therein (Aa) the assignee thereunder shall be deemed a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a such Lender hereunder with respect thereto and (Bb) such the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Lender may (a) The Letter of Credit Issuer may, in accordance with applicable law, assign to one or more Eligible Assignees entities all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Advances Reimbursement Obligations owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s all rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments its Commitment and the related Advances and Letters Letter of CreditCredit Liabilities held by the assigning Letter of Credit Issuer pursuant to Section 2.01, (ii) except in the amount case of an assignment of all of the Commitments Letter of Credit Issuer's rights and Advances obligations under this Agreement, the Commitment of such Lender the Letter of Credit Issuer and the Reimbursement Obligations owing to it being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not in no event be less than the Dollar Equivalent of $5,000,000 and shall be in an integral multiple of the Dollar Equivalent of $1,000,000 in excess thereof1,000,000, and (iii) each such assignment shall be to an Eligible Assignee, (iv) . Upon the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to effective date of such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (Ax) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassignment, have the rights and obligations of a Lender Letter of Credit Issuer hereunder and (By) such Lender the Letter of Credit Issuer assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance assignment covering all or the remaining portion of such Lender’s an assigning Letter of Credit Issuer's rights and obligations under this Agreement, such Lender Letter of Credit Issuer shall cease to be a party hereto except that the rights under Sections 2.05, 2.06, 2.09 and 8.04 of such Letter of Credit Issuer shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto).

Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, the Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. Any Each Lender may assign (each, an "Assignment") to one or more Eligible Assignees (each, an "Assignee") all or any a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitmentssuch Lender's Loans, Commitments and Notes, as the case may be). Such Assignment may be made without the consent of the Borrower but shall require the consent of the Agent. In connection with any such Assignment, the Advances owing to it, the Notes held by it, assigning Lender and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Advances and Letters of Credit, (ii) the amount of the Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment Assignee shall execute and deliver to the Administrative Agent an Assignment Agreement, in the form of Exhibit F (each, an "Assignment Agreement"), and a $3,500.00 fee (the "Assignment Fee") payable to the Agent. Upon its receipt of a duly executed and completed Assignment Agreement, for its acceptance and recording the Agent shall record the information contained in such Assignment Agreement in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent or an Affiliate of a Lender) shall pay give prompt notice thereof to the Administrative Agent Borrower and shall maintain a $3,500 administrative feecopy of such Assignment Agreement in its Principal Office. Upon such execution, delivery, acceptance and recording, from From and after the effective date specified in each Assignment and Acceptanceof an Assignment, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder Assignee shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to such Assignment and Acceptancethe Assignment, have the rights and obligations of a lender under this Agreement, and the assigning Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptanceof the interest assigned, relinquish its rights and be released from its obligations under this Agreement. The Borrower hereby consents to the disclosure of any information obtained by Lender in connection with this Agreement (andto any Person to which Lender sells, in the case of an Assignment and Acceptance covering all or the remaining portion of proposes to sell, its Loans, Commitments or Notes, provided any such Lender’s rights and obligations under this Agreement, Person shall agree to keep any such Lender shall cease to be a party hereto)information confidential.