Common use of Assignments Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignments. Any Lender may with Subject to the provisions of this Section 20, the terms and provisions of this Agreement shall apply to and bind the permitted successors and assigns of the parties hereto. Except as expressly provided herein, Purchaser shall not be permitted to assign its rights under this Agreement without Seller's prior written consent, which consent may be withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Purchaser shall be permitted to assign its rights under this Agreement to an affiliate of Purchaser as long as Ben Butcher or Scott Tully manages the day to day operatioxx; xxxxxxxd, hxxxxxx, xxxt at least two business days prior to making any such assignment of its right, title or interest under this Agreement to such affiliate, Purchaser shall notify Seller in writing and supply all material details regarding such arrangement including information regarding the makeup of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and assignee. Purchaser's proposed assignee shall expressly assume Purchaser's obligations under this Agreement. Any assignment by Purchaser of its right, title or interest under this Agreement and the Notes; provided, however, (i) any partial assignment in violation of this Section 20 shall be in an amount at least equal to $10,000,000 null and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitmentvoid, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights allow Seller, at its option, to deem Purchaser in default of its obligations hereunder. Seller may not assign any of its right, title and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption interest under this Agreement, and the transferor Lender any purported assignment by Seller of its right, title or interest under this Agreement shall be released from its obligations hereunder to a corresponding extent, null and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriatevoid, and shall update Schedule I attached heretoallow Purchaser, at its option, to deem Seller in default of its obligations hereunder. In connection with any such assignment, the transferor Lender shall pay Subject to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in above provisions, this Section Agreement shall inure solely to the contrary notwithstanding, no Lender may assign benefit of Seller and its successors and assigns and Purchaser and its permitted successors and assigns. No person or participate entity other than Seller and its permitted successors and assigns and Purchaser and its permitted successors and assigns shall have any interest in any Loan held by it hereunder right to the Borrower, enforce or any of its respective affiliates or Subsidiariesrely upon this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignments. Any Lender may with This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and, solely to the extent expressly permitted hereunder, permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement Debtors and the Notes; providedRequired Backstop Parties. Notwithstanding the immediately preceding sentence, howeverany Backstop Party’s rights, obligations or interests hereunder may be freely assigned, delegated or transferred, in whole or in part, by such Backstop Party to (a) any other Backstop Party, (ib) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case Affiliate of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a CommitmentBackstop Party, or if (c) any other Person not referred to in clause (a) or clause (b) above so long as such Person is approved in writing by the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) Required Backstop Parties and the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved Debtors prior to such assignment, which approvals shall not be unreasonably withheld delegation or transfer (for purposes of this clause (c), the Backstop Party proposing to make such assignment, delegation or transfer, and (iii) each such assignment shall be effected by means all of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assigneeits Affiliates, such Assignee shall be deemed to be a Lender party to this Agreement and shall have Defaulting Backstop Parties for purposes of determining whether the definition of “Required Backstop Parties” has been satisfied); provided, that (x) any such assignee assumes all of the rights and obligations of a Lender with a Commitment and/or Loans, the assigning Backstop Party hereunder and agrees in writing prior to such assignment to be bound by all of the terms hereof in the same manner as the case may beassigning Backstop Party (which writing shall contain, if the assignee is not already a Backstop Party, a certification from the assignee as to the accuracy of the representations and warranties made by each Backstop Party in Section 4 hereof as applied to such assignee), (y) any assignee of a Backstop Commitment must be a Qualified Institutional Buyer, and (z) the right to purchase Rights Offering Securities are only assignable as set forth in such Assignment the Rights Offering Procedures. Following any assignment described in the immediately preceding sentence, the Backstop Commitment Schedule shall be updated by the Debtors (in consultation with the assigning Backstop Party and Assumption Agreementthe assignee) solely to reflect (i)(A) the name and address of the applicable assignee or assignees, and (B) the transferor Lender Backstop Commitment Percentage that shall apply to such assignee or assignees as specified by the assigning Backstop Party and the assignee or assignees, and (ii) any changes to the Backstop Commitment Percentage applicable to the assigning Backstop Party as specified by the assigning Backstop Party and the assignee or assignees (it being understood and agreed that updates to the Backstop Commitment Schedule shall not result in an overall change to the aggregate Backstop Commitment Percentages for all Backstop Parties). Any update to the Backstop Commitment Schedule described in the immediately preceding sentence shall not be deemed an amendment to this Agreement. Notwithstanding the foregoing or any other provisions herein, unless otherwise agreed in any instance by the Debtors and the Required Backstop Parties (for purposes of this sentence, the Backstop Party making such assignment, and all of its Affiliates, shall be released from deemed to be Defaulting Backstop Parties for purposes of determining whether the definition of “Required Backstop Parties” has been satisfied), no assignment of obligations by a Backstop Party to an Affiliate of such Backstop Party will relieve the assigning Backstop Party of its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with if any such assignment, the transferor Lender shall pay Affiliate assignee fails to the Administrative Agent an administrative fee for processing perform such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesobligations.

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

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

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

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

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

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

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

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

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and Agent, the Notes; providedIssuing Lender and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, Company (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 payable by Assignor or Assignee. No assignment may be made to any Person if at the time of such Assigneeassignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The Company shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless the Company has expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

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

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

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

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

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

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

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

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

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

Assignments. Any (a) (i) Prior to the Availability Period End Date, each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it) with prior written notice to the Administrative Agent and, unless an Event of Default has occurred and is continuing, prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) after the Availability Period End Date, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Loans at the time owing to it) with prior written notice to the Administrative Agent and, only if such assignment is to a Competitor and unless an Event of Default has occurred and is continuing, the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, in the case of clause (iii) any partial above that if such assignment is to a Lender, an Affiliate of a Lender or an Approved Assignee, no consent of the Borrower shall be required; provided, further, in each case, that (x) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not less than One Million Dollars ($1,000,000) (or, if less, the entire remaining amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, Lender’s Commitment or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000Loans), (iiy) the parties to each assignment shall (A) execute and deliver to the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee Acceptance via an electronic settlement system acceptable to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and the Borrower shall make appropriate arrangements so the new Notes are issued deliver to the Assignee Administrative Agent an Assignment and such transferor LenderAcceptance, as appropriateand, and shall update Schedule I attached hereto. In connection with any such assignmentin each case, the transferor Lender shall pay to the Administrative Agent an administrative a processing and recordation fee for processing such assignment of Three Thousand Five Hundred Dollars ($3,500) (which fee may be waived or reduced in the amount sole discretion of $4,500.00the Administrative Agent), and (z) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent (1) written notice designating one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities laws and (2) all applicable tax forms. Anything in Upon acceptance and recording pursuant to clause (a) of this Section 9.14, from and after the effective date specified in each Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the contrary notwithstandingbenefits of Sections 2.4(d), no Lender may assign or participate 2.6, 5.9, 5.10 and 10.4, as well as to any interest in any Loan held by it hereunder to the Borrower, or any of Undrawn Fees accrued for its respective affiliates or Subsidiariesaccount and not yet paid).

Assignments. Any Lender may with On the prior written consent of terms and subject to the Administrative Agent conditions set forth in this Agreement and the other Transaction Agreements, at any time Closing, Seller shall transfer, assign and convey to one or more Eligible Assignees (each an “Assignee”) Purchaser all or a portion of its rights and obligations under the Purchased Assets and Purchaser shall accept the assignment of all of Seller’s rights and obligations thereunder, in each case to the extent such obligations arise out of and relate to any period after the Closing Date. Notwithstanding the foregoing, Seller shall assign such rights and obligations only to the extent that such rights and obligations are assignable under such Assumed Contracts and Governmental Authorizations and applicable Law, and no action hereunder shall constitute an assignment thereof except to such extent or if such assignment would otherwise constitute a breach or other contravention of the rights of a third party, would be ineffective with respect to any party to such Assumed Contract or Governmental Authorization or would in any way adversely affect the rights of Purchaser under such Assumed Contract or Governmental Authorization. To the extent the consent of any Person is required pursuant to the terms of such Assumed Contract or Governmental Authorization or applicable Law, no assignment or attempted assignment will be deemed to have been effected by the provisions of this Agreement until such consent is obtained. Seller and Purchaser shall cooperate with each other to effect any reasonable arrangement designed to provide Purchaser the benefit of, and permit it to assume the Liabilities and obligations under any Assumed Contract or Governmental Authorization for which the consent to such transfer is required and not obtained prior to Closing. To the extent any Assumed Contract or Governmental Authorization may not be assigned to Purchaser by reason of the absence of any required consent, Purchaser shall not assume any Liabilities arising under such Assumed Contract or Governmental Authorization. Subject to the provisions of this Agreement and the Notes; providedother Transaction Agreements, howeverto the extent, and only to the extent, the assignment of an Assumed Contract or Governmental Authorization is effective as set forth above, Purchaser shall be responsible for the Liabilities, if any, thereunder arising out of and relating to any period after the Closing. To the extent that applicable Law permits such an assignment and the consent of any Person is required, Seller shall (at its own expense) deliver to, and obtain from, the applicable Person the required consent in accordance with the terms and conditions of the applicable Assumed Contract or Governmental Authorization, and shall use commercially reasonable efforts to obtain any required consents, upon terms substantially similar to those enjoyed by Seller under such Assumed Contract or Governmental Authorization on or prior to the Closing Date. To the extent that applicable Law does not permit Seller to assign any Assumed Contract or Governmental Authorization that would otherwise constitute a Purchased Asset, Seller shall hold such Assumed Contract or Governmental Authorization as trustee for Purchaser and shall (i) provide to Purchaser, at the request of Purchaser, the benefits of any partial assignment shall be in an amount at least equal to $10,000,000 such Assumed Contract or Governmental Authorization, and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) enforce and perform, at the Administrative Agent request and (reasonable expense of Purchaser, for the account of Purchaser, any rights or obligations of Seller arising from any such Assumed Contract or Governmental Authorization against or in respect of any third party, including the right to elect to terminate any Assumed Contract or Governmental Authorization in accordance with the terms thereof upon the advice of Purchaser, or otherwise enter into with Purchaser such other arrangements sufficient to provide equivalent benefits and burdens to Purchaser; provided no Event that Purchaser shall reimburse Seller for reasonable out-of-pocket expenses incurred by Seller in connection with entering into any such other arrangement, as offset by any expenses not incurred by reason of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery termination of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent Assumed Contract or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesGovernmental Authorization.

Assignments. Any Lender may with The Tenant shall not assign the prior written whole of this lease without the consent of the Administrative Agent at any time Landlord, such consent not to be unreasonably withheld. The Tenant shall not assign to one or more Eligible Assignees (each an “Assignee”) all or a portion part only of its rights and obligations under this Agreement lease. The Landlord and the NotesTenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent to an assignment subject to any or all of the following conditions: a condition that the assignor enters into an authorised guarantee agreement which: is in respect of all the tenant covenants of this lease; provided, however, is in respect of the period beginning with the date the assignee becomes bound by those covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (iCovenants) any partial assignment shall be in an amount at least equal to $10,000,000 and Xxx 0000; imposes principal debtor liability on the assignor; requires (except in the case event of an assignment made at a time at which there exists an Event disclaimer of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iithis lease) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee assignor to such transferor Lender of an amount enter into a new tenancy for a term equal to the purchase price agreed between unexpired residue of the Contractual Term; and is otherwise in a form reasonably required by the Landlord. a condition that a person of standing acceptable to the Landlord acting reasonably enters into a guarantee and indemnity in the form set out in the Schedule (with such transferor Lender amendments and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, additions as the case Landlord may be, as set forth in such Assignment and Assumption Agreement, reasonably require). The Landlord and the transferor Lender shall be released from Tenant agree that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may refuse its obligations hereunder consent to an assignment if any of the following circumstances exist at the date of the Tenant's application for consent to assign the lease: the Annual Rent or any other money due under this lease is outstanding or there is a corresponding extent, and no further consent or action breach of covenant by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)Tenant that has not been remedied; in the Landlord's reasonable opinion, the transferor Lender, assignee is not of sufficient financial standing to enable it to comply with the Administrative Agent Tenant's covenants and conditions contained in this lease; or the assignee and the Borrower Tenant are group companies within the meaning of section 42 of the LTA 1954. Nothing in this clause shall make appropriate arrangements so prevent the new Notes are issued Landlord from giving consent subject to the Assignee and such transferor Lenderany other reasonable condition, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay nor from refusing consent to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section any other circumstance where it is reasonable to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesdo so.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement and (including all or a portion of the NotesTerm Loans at the time owing to it); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning Lender's Term Loans at the time owing to it or in the case of an assignment to a time at which there exists Lender or an Event Affiliate of Default) after giving effect a Lender or an Approved Fund with respect to a Lender, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and (provided Assumption, as of the Trade Date) shall not be less than $2,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred that and is continuing) , the Borrower shall have approved Borrowers otherwise consent (each such assignment, which approvals shall consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Term Loans; and (iii) the parties to each such assignment shall be effected by means of execute and deliver to the Administrative Agent an Assignment and Assumption Agreement. Upon execution Assumption, together with a processing and delivery recordation fee of such instrument $3,500, and payment by such Assignee to such transferor Lender of an amount equal the Eligible Assignee, if it shall not be a Lender, shall deliver to the purchase price agreed between such transferor Lender Administrative Agent an Administrative Questionnaire. Subject to acceptance and such Assigneerecording thereof by the Administrative Agent pursuant to Section 11.3(c), such from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extent, party hereto but shall continue to be entitled to the benefits of Sections 3.14 and no further consent 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this Section 11.3(b) shall be requiredtreated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.3(d). Upon the consummation of any By executing and delivering an assignment pursuant to agreement in accordance with this subsection (cSection 11.3(b), the transferor assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and the Borrower shall make appropriate arrangements so the new Notes to exercise such powers under this Credit Agreement or any other Credit Document as are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay delegated to the Administrative Agent an administrative fee for processing by the terms hereof or thereof, together with such assignment powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the amount obligations which by the terms of $4,500.00. Anything in this Section Credit Agreement and the other Credit Documents are required to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held be performed by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesas a Lender.

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

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

Assignments. Any A Lender may with the prior written consent of the Administrative Agent at any time assign to one or more an Eligible Assignees (each an “Assignee”) all or a portion Assignee any of its rights and obligations under this Agreement and the Notes; providedLoan Documents, however, as long as (i) any each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment shall be assignment, is in an a minimum principal amount at least equal to of $10,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment made at in whole of a time at which there exists an Event Lender’s rights and obligations, the aggregate amount of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of retained by the transferor Lender is at least $10,000,000, 15,000,000 (ii) unless otherwise agreed by the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld in its discretion); and (iii) the parties to each such assignment shall be effected by means of execute and deliver to the Agent, for its acceptance and recording, an Assignment and Assumption AgreementAcceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (1) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (2) counterparties to swap agreements relating to any Loans; provided, however, that any payment by the Obligated Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy the Obligated Parties’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender the Agent of an amount equal assignment notice in the form attached to the purchase price Assignment and Acceptance, and a processing fee of $3,500 (unless otherwise agreed between by the Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 11.2(b). From such transferor Lender and such Assigneeeffective date, such the Eligible Assignee shall be deemed to for all purposes be a Lender party to this Agreement under the Loan Documents, and shall have all the rights and obligations of a Lender with a Commitment and/or Loansthereunder and the assignor Lender shall, as to the case may be, as set forth in extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay cease to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesbe a party hereto).

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

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

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

Assignments. Any Each Lender may make assignments to the Federal Reserve Bank, provided that any related costs, fees, and expenses incurred by such Lender in connection with such assignment or the prior written consent re-assignment back to it free of any interests of the Administrative Agent at any time Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Credit Documents so long as (i) the assignor Lender and Assignee execute and deliver to Administrative Agent and Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required by Borrower if an Event of Default exists) an assignment shall and assumption agreement in substantially the form of EXHIBIT E (an "ASSIGNMENT") and pay to Administrative Agent a processing fee of $3,500 (which payment obligation is the sole liability, joint and several, of that Lender and Assignee), (ii) the assignment must be for a minimum total Commitment of $5,000,000, and, if the assigning Lender retains any Commitment, it must be a minimum total Commitment of $10,000,000, and (iii) the conditions for that assignment set forth in an amount the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreeable to Borrower and Administrative Agent) be at least equal five Business Days after it is executed and delivered by the assignor Lender and the Assignee to $10,000,000 Administrative Agent and Borrower for acceptance. Once that Assignment is accepted by Administrative Agent and Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in it (except i) the Assignee automatically becomes a party to this agreement and, to the extent provided in that Assignment, has the Rights and obligations of a Lender under the Credit Documents, (ii) in the case of an assignment made at Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender ceases to be a time at which there exists party to the Credit Documents, (iii) Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance CREDIT AGREEMENT 44 50 with this agreement following the transfer, (iv) upon delivery of the Notes under CLAUSE (III) preceding, the assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this agreement, and (v) SCHEDULE 2 is automatically deemed to be amended to reflect the name, address, telecopy number, and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and Administrative Agent shall prepare and circulate to Borrower and Lenders an Event of Default) after giving effect amended SCHEDULE 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to such assignment the Credit Documents (and the assigning Lender retains a Commitment, or if shall continue to be treated for all purposes as the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iiparty to the Credit Documents) with respect to the Administrative Agent Rights and (provided no Event of Default has occurred obligations assigned to that is continuing) Assignee until the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and actions described in CLAUSES (iii) each such assignment shall be effected by means and (iv) have occurred. The Obligation is registered on the books of an Assignment Borrower as to both principal and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreementany stated interest, and transfers of (as opposed to participations in) principal and interest of the transferor Lender shall Obligation may only be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to made in accordance with this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariessection.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a time at Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which there exists an Event for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of Default) after giving effect the date the Assignment and Assumption with respect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and (provided Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred that and is continuing) , the Borrower shall have approved otherwise consents (each such assignment, which approvals shall consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each such assignment shall be effected by means of execute and deliver to the Administrative Agent an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500. Upon execution Subject to acceptance and delivery recording thereof by the Administrative Agent pursuant to subsection (c) of such instrument this Section, from and payment by such after the effective date specified in each Assignment and Assumption, the Eligible Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed to be a Lender party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a corresponding extentparty hereto but shall continue to be entitled to the benefits of Sections 6.1, 6.4, 13.4 and no further consent 13.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or action transfer by any party a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be required. Upon the consummation treated for purposes of any assignment pursuant to this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount d) of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSection.

Assignments. Any Each Lender may with make assignments to the prior written consent of the Administrative Agent at any time Federal ----------- Reserve Bank. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Loan Documents so long as (i) the assignor Lender and Assignee execute and deliver to Administrative Agent and US Borrower in respect of the US Obligation or UK Borrowers in respect of the UK Obligation for their consent and acceptance (that may not be unreasonably withheld in any partial instance and is not required if the Assignee is an Affiliate of the assigning Lender) an assignment shall and assumption agreement in substantially the form of EXHIBIT F (an "ASSIGNMENT") and pay to Administrative Agent a processing fee of $3,500, (ii) the Credit Agreement ---------------- assignment must be for a minimum total amount of the Dollar Equivalent of $5,000,000 (or less amount if acceptable to Administrative Agent) and, if the assigning Lender retains any commitment in an the facility in which the Assignment was made, it must be a minimum commitment of the Dollar Equivalent of $5,000,000 (or less amount if acceptable to Administrative Agent), and (iii) the conditions for that assignment set forth in the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreeable to US Borrower in respect of the US Obligation or UK Borrowers in respect of the UK Obligation and Administrative Agent) be at least equal five Business Days after it is executed and delivered by the assignor Lender and the Assignee to $10,000,000 Administrative Agent and US Borrower in respect of the US Obligation or UK Borrowers in respect of the UK Obligation for acceptance. Once that Assignment is accepted by Administrative Agent and US Borrower in respect of the US Obligation or UK Borrowers in respect of the UK Obligation, and subject to all of the following occurring, then, on and after the Effective Date stated in it (except i) the Assignee automatically becomes a party to this agreement and, to the extent provided in that Assignment, has the Rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender, to the extent provided in that Assignment, is released from its obligations to fund Borrowings under this agreement for the facility the subject of the assignment and its reimbursement obligations under this agreement for that facility and, in the case of an assignment made at Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Loan Documents, that Lender ceases to be a time at which there exists party to the Loan Documents, (iii) the appropriate Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this agreement following the transfer, (iv) upon delivery of the Notes under CLAUSE (III) preceding, the assignor Lender shall return to the appropriate Borrower all Notes previously delivered to that Lender under this agreement for that facility, and (v) SCHEDULE 1 is automatically deemed to be amended to reflect the name, address, telecopy number, UK- Facility Commitment, and US-Facility Commitment of the Assignee and the remaining UK-Facility Commitment and US-Facility Commitment (if any) of the assignor Lender, and Administrative Agent shall prepare and circulate to Borrowers and Lenders an Event of Default) after giving effect amended SCHEDULE 1 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to such assignment the Loan Documents (and the assigning Lender retains a Commitment, or if shall continue to be treated for all purposes as the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, party to the Loan Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in CLAUSES (iiIII) the Administrative Agent and (provided no Event IV) have occurred. The US Obligation is registered on the books of Default has occurred that is continuing) the US Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld as to both principal and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreementany stated interest, and transfers of (as opposed to participations in) principal and interest of the transferor Lender shall US Obligation may only be released from its obligations hereunder made in accordance with this SECTION 17.11. The UK Obligation is registered on the books of UK Borrowers as to a corresponding extentboth principal and any stated interest, and no further consent or action by any party shall transfers of (as opposed to participations in) principal and interest of the UK Obligation may only be required. Upon the consummation of any assignment pursuant to made in accordance with this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSECTION 17.11.

Assignments. Any Each Lender may with make assignments to the prior written consent of the Administrative Agent at any time Federal Reserve Bank. Each Lender may also assign to one or more Eligible Assignees assignees (each an “Assignee”"ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement and the Notes; provided, however, Loan Documents SO LONG AS (i) the assignor Lender and Assignee execute and deliver to Agent and, unless a Default has occurred and is continuing at the time of such execution and delivery, Borrower for their consent and acceptance (that may not be unreasonably withheld in any partial assignment shall be in instance and is not required if the Assignee is an amount at least equal to $10,000,000 and (except in Affiliate of the case of assigning Lender) an assignment made at and assumption agreement in substantially the form of EXHIBIT D (an "ASSIGNMENT") and pay to Agent a time at which there exists an Event processing fee of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,0003,500, (ii) the Administrative Agent and (provided no Event assignment must be for a minimum total Commitment of Default has occurred that is continuing) $10,000,000 and, if the Borrower shall have approved such assignmentassigning Lender retains any Commitment, which approvals shall not it must be unreasonably withheld a minimum total Commitment of $10,000,000, and (iii) the conditions for that assignment set forth in the applicable Assignment are satisfied. The EFFECTIVE DATE in each such assignment shall Assignment must (unless a shorter period is agreeable to Borrower and Agent) be effected at least five Business Days after it is executed and delivered by means of an Assignment the assignor Lender and Assumption Agreementthe Assignee to Agent and Borrower for acceptance. Upon execution execution, delivery and delivery acceptance of such instrument and payment by such Assignee to such transferor Lender of an amount equal to Assignment, the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement agreement and, to the extent of such Assignment, have the obligations, Rights, and shall have all the rights and obligations benefits of a Lender with a Commitment and/or Loans, as under the case may be, as set forth in such Assignment and Assumption AgreementLoan Documents, and the transferor assigning Lender shall shall, to the extent of such Assignment, relinquish its Rights and be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be requiredunder the Loan Documents. Upon the consummation of any assignment Assignment pursuant to this subsection (c)Section, the transferor Lenderassignor, the Administrative Agent Agent, and the Borrower shall make appropriate arrangements so the that new Notes are issued to the assignor and the Assignee. SCHEDULE 2.1 will be automatically deemed to be amended to reflect the name, address, telecopy number, and the Commitment of the Assignee and such transferor the remaining Commitment (if any) of the assignor Lender, and Agent shall prepare and circulate to Borrower and Lenders an amended SCHEDULE 2.1 reflecting those changes. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to Borrower and Agent certification as appropriateto exemption from deduction or withholding of Taxes in accordance with SECTION 3.19. In addition, Agent shall maintain a copy of each Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and Principal Debt owing to, each Lender from time to time (the "REGISTER"). The entries in the Register shall update Schedule I attached heretobe conclusive and binding for all purposes, absent manifest error, and Borrower, Agent, and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this agreement. In connection The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment executed by the parties thereto, together with any Note subject to such assignmentassignment and payment of the processing fee, Agent shall, if such Assignment has been completed and is in substantially the transferor Lender shall pay form of EXHIBIT D hereto, (i) accept such Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Administrative Agent an administrative fee for processing such assignment parties thereto. The Obligation is registered on the books of Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal and interest of the Obligation may only be made in the amount of $4,500.00. Anything in accordance with this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSECTION 14.10.

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Agent, the Issuing Lender (each for an “Assignee”) all or a portion assignment of its rights and obligations under this Agreement the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, Companies (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such Assigneeassignment the Company would be obligated to pay any greater amount under Section 7.6 or 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Companies will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The Companies shall be deemed to be a Lender party have granted their consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring its consent hereunder unless the Company has expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three (3) Business Days after notice thereof.

Assignments. Any Lender (1) Subject to Section 15.01 and the other terms of this Agreement, the Lenders collectively or individually may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) assignees all or a portion of its their respective rights and obligations under this Agreement (including, without limitation, all or a portion of their respective Commitments), provided that, prior to the occurrence of an Event of Default and the Notes; providedso long as it is continuing, however, an assignee of all or part of a Commitment related to (i) any partial assignment shall be the Canadian Revolving Facility will deal at arm’s length (as defined in an amount at least equal to $10,000,000 the Income Tax Act (Canada)) with the Borrowers and (except ii) the US Revolving Facility will be a United States person as defined in Section 7701(a)(30) of the Code. There will be no restrictions on assignments while an Event of Default exists. The parties to each such assignment will execute (together with the Agent) and deliver a Canadian Assignment Agreement in the case of an assignment made at of a time at which there exists Lender’s Commitment in respect of the Canadian Revolving Facility or the LC Facility and a US Assignment Agreement in the case of a Lender’s Commitment in respect of the US Revolving Facility (each, an Event “Assignment Agreement”) to the Agent and the Agent will deliver such Assignment Agreement to the Borrowers. In addition the Borrowers will execute such other documentation as a Lender may reasonably request for the purpose of Default) after giving effect any assignment or participation. The assignor will pay a processing and recording fee of $5,000 to the Agent. After such assignment execution, delivery, acknowledgement and recording in the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, Register (iii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to assignee thereunder will be a Lender party to this Agreement and, to the extent that rights and shall obligations hereunder have all been assigned to it, have the rights and obligations of a Lender with a Commitment and/or Loanshereunder and (ii) the assigning Lender thereunder will, as to the case may be, as set forth in extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement, and no further consent or action by any party shall be required. Upon the consummation other than obligations in respect of any assignment pursuant to this subsection (c)which it is then in default, the transferor Lenderand, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount case of $4,500.00. Anything in an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Section Agreement, such Lender will cease to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesbe a party hereto.

Assignments. (a) Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Persons (each any such Person, an “Assignee”) all or a any portion of its rights that Xxxxxx’s Loans and obligations under this Agreement Commitments, with the prior written consent of Administrative Agent, the Issuing Lenders (for an assignment of the Revolving Loans and the NotesRevolving Commitments at any time the commitment to issue Letters of Credit hereunder exceeds $0) and, so long as no Event of Default exists, Borrower Representative (which consent of Borrower Representative may not be unreasonably withheld or delayed); provided, however, such consent of Borrower Representative shall not be required (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of for an assignment made at by a time at which there exists Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or (ii) during the existence of an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (; provided no Event of Default has occurred further that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Representative shall be deemed to be a Lender party have consented to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender assignment unless it shall pay object thereto by written notice to the Administrative Agent an administrative fee for processing within five (5) Business Days after having received notice thereof. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal to $1,000,000 (which minimum will be $500,000 if the amount assignment is to an Affiliate of the assigning Lender) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrowers and Administrative Agent will be entitled to continue to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of Exhibit C (an “Assignment Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $4,500.003,500. Anything No assignment may be made to any Person if at the time of that assignment Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than Borrowers are then obligated to pay to the assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay any such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 will be treated as the sale of a participation under Section 15.6.2. Borrower Representative will be deemed to the contrary notwithstanding, no Lender may assign or participate have granted its consent to any interest in any Loan held by it hereunder assignment requiring its consent under this Agreement unless Borrower Representative has expressly objected to the Borrower, or any of its respective affiliates or Subsidiaries.that assignment within three Business Days after notice thereof. 113

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that (ia) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case cases of an assignment made of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or of an assignment to a time at Lender or a Lender Affiliate, the aggregate amount of the Commitment (which there exists an Event for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of Default) after giving effect the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Acceptance with respect to such assignment is delivered to the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, Administrative Agent) shall not be less than $5,000,000 unless each of at least $10,000,000, (ii) the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments, the Loans, and Reimbursement Obligations are not permitted; (c) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is continuingthe proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (d) the Borrower parties to each assignment shall have approved such assignmentexecute and deliver to the Administrative Agent an Assignment and Acceptance, which approvals together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be unreasonably withheld a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and (iii) recording thereof by the Administrative Agent pursuant to §15.3, from and after the effective date specified in each such assignment Assignment and Acceptance, the Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto) but shall continue to be entitled to the benefits of §§5.2.2, 5.6, 5.7, 5.9 and no further consent 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent Credit Agreement as a sale by such Lender of a participation in such rights and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection obligations in accordance with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries§15.4.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $10,000,000 5,000,000 and (except integral multiples of $1,000,000 in the case of an assignment made at a time at which there exists an Event of Default) excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate 101 outstanding principal balance, of at least $10,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iiiii) if the Administrative Agent assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iiiiv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

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

Assignments. Any It is understood and agreed that each Lender may with shall have the prior written consent of the Administrative Agent right to assign at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a any portion of its rights Commitment and obligations under this Agreement interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Notes; providedTerm Loan to any Person, however, provided that: (i) any partial each such assignment shall be in an a minimum amount at least of $5,000,000 (or, if less, in a minimum amount equal to $10,000,000 all of such Lender's Commitment and (except interests in the case risk relating to any Revolving Credit Loans and outstanding Letters of an assignment made at a time at which there exists an Event Credit and/or its Term Loan Percentage of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, Term Loan); (ii) the Administrative Agent and (provided and, so long as no Event of Default has occurred that and is continuing) , the Borrower Parent, shall have approved consented to such assignment, which approvals each such consent not to be unreasonably withheld; provided that the consent of the Administrative Agent and the Parent shall not be unreasonably withheld required, and the minimum assignment amount shall not apply, if the assignment is to a Lender, an Affiliate of a Lender or an Approved Fund so long as such assignment would not result in increased costs to the Borrowers hereunder; and (iii) each such assignment shall be effected by means of the proposed assignee and the assigning Lender execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and Assumption AgreementAcceptance in the form attached hereto as Exhibit D (in each case, an "Assignment and Acceptance"). Upon the execution and delivery of such instrument Assignment and payment by such Assignee to such transferor Lender of an amount equal Acceptance, (A) to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c)extent applicable, the transferor LenderBorrowers, the Administrative Agent and the Borrower if requested, shall make appropriate arrangements so the new Notes are issued issue to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment assignee applicable Notes in the amount of $4,500.00. Anything such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in this Section substantially the form of the Notes executed and delivered to the contrary notwithstandingLenders on the Effective Date and, no Lender may assign or participate any interest in any Loan held by it hereunder if applicable, the assignor shall return to the Borrower, Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $2,500 to the Administrative Agent; provided that only one such fee shall be payable in the event of simultaneous assignments to or any of its respective affiliates by two or Subsidiariesmore Approved Funds.

Assignments. (i) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Advances and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; providedand, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, (which approvals consents shall not be unreasonably withheld or delayed and shall not be required (iiii) each from the Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or (ii) from the Administrative Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender). Except as the Administrative 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 be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between Commitment or the principal amount of the Advances being assigned. The Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the Lender to whom such Assigneeinterest is assigned; provided, that no such Assignee fee shall be 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 11.1(a)(i) shall be null and void. The Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and requiring its consent hereunder unless the Borrower shall make appropriate arrangements so the new Notes are issued has expressly objected to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

Assignments. Any Lender may with the prior written consent The Program Agreements are not assignable by Seller. Subject to Section 42 (Acknowledgement of the Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent at any and Buyers may from time to time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its their rights and obligations under this Agreement and the NotesProgram Agreements; provided, howeverhowever that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (ithe “Register”) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case a copy of an executed assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the and acceptance by Administrative Agent and assignee (provided no Event “Assignment and Acceptance”), specifying the percentage or portion of Default has occurred that such rights and obligations assigned and Seller shall only be required to deal directly with the Administrative Agent. The entries in the Register shall be conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is continuing) recorded in the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be effected by means a party hereto and to each Program Agreement to the extent of an the percentage or portion set forth in the Assignment and Assumption Agreement. Upon execution Acceptance, and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal shall succeed to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the applicable rights and obligations of a Lender with a Commitment and/or LoansAdministrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the case may beextent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and Buyers, as set forth in applicable or (ii) another Person approved by Seller (such Assignment approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Assumption AgreementBuyers, and the transferor Lender shall as applicable, be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party under the Program Agreements. Any assignment hereunder shall be requireddeemed a joinder of such assignee as a Buyer hereto. Upon Unless otherwise stated in the consummation of any assignment pursuant Assignment and Acceptance, Seller shall continue to this subsection (c), the transferor Lender, the take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement the Borrower shall make appropriate arrangements so the new Notes are issued other Program Documents, any document or other information delivered to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held and/or Buyers by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesSeller.

Assignments. Any Notwithstanding the foregoing, any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights Commitment and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal its outstanding Notes to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment**or assign all, or if the Commitments have been terminatedless than all, holds Notes having an aggregate outstanding principal balance, of a portion equal to at least $10,000,000, (ii) **in the Administrative Agent aggregate face amount of Notes and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument Commitment (and payment by such Assignee related Obligations) to such transferor Lender one or more Eligible Assignees, each of an amount equal which assignees referred to the purchase price agreed between such transferor Lender and such Assignee, such Assignee in Section 9.8(c) shall be deemed to be become a Lender party to this Agreement and shall have all the rights and obligations as a Lender by execution of a Lender with supplement hereto in the form of Exhibit F (a Commitment and/or Loans“Transfer Supplement”) hereto, provided that such transfer or assignment will not be effective until recorded by the Collateral Agent on the Register pursuant to Section 9.8(d) hereof; provided that no such transfer or assignment will increase the Borrower’s obligations under Article V hereof, based on the applicable laws in effect (or scheduled to take effect) at the time of such transfer or assignment, as compared with the case may be, as set forth in liabilities that Borrower would have ** Confidential Treatment Requested. incurred had such Assignment and Assumption Agreement, and transfer or assignment not taken place. To the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation extent of any assignment pursuant to this subsection Section 9.8(c) (cother than an assignment to a Qualified Affiliate pursuant to the preceding sentence), the transferor Lenderassigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. At the time of each assignment pursuant to this Section 9.8(c) to a Person which is not already a Lender hereunder, the Administrative Agent respective assignee Lender shall provide to the Borrower and the Collateral Agent the Internal Revenue Service forms (and, if applicable, a Certificate re Non-Bank Status) required by Section 5.3(c)(i). Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and provide such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In cooperation in connection with any such assignmenttransfer or assignment as any Transaction Agent, the transferor assigning Lender shall pay to or the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no assignee Lender may assign or participate any interest in any Loan held by it hereunder request, including, but not limited to, amending the insurance covering the Collateral so as to the Borrowername such assignee as an additional insured thereunder, or any of its respective affiliates or Subsidiariesif so requested.

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

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Reimbursement and Pledge Agreement and the Notes(including all or a portion of its Commitment); provided, however, provided that (ia) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case cases of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the entire remaining amount of the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balanceLender's Commitment or, of at least an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment shall not be less than $10,000,000, (ii) 5,000,000 unless each of the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred and is continuing, the Borrower, otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Reimbursement and Pledge Agreement with respect the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments and the Reimbursement Obligations are not permitted; (c) any assignment of a Commitment must be approved by the Administrative Agent and so long as no Default or Event of Default has occurred and is continuing, the Borrower, (such approval of the Borrower not to be unreasonably withheld), unless the Person that is continuingthe proposed assignee is itself a Lender with a Commitment; and (d) the Borrower parties to each assignment shall have approved execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (provided that such assignmentprocessing and recordation fee may be waived by the Administrative Agent, which approvals in its sole discretion) and the Eligible Assignee, if it shall not be unreasonably withheld a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and (iii) recording thereof by the Administrative Agent pursuant to Section 13.3, from and after the effective date specified in each such assignment Assignment and Acceptance, the Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Reimbursement and Pledge Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment under this Reimbursement and Assumption Pledge Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder under this Reimbursement and Pledge Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Reimbursement and Pledge Agreement, such Lender shall cease to be a corresponding extent, party hereto) but shall continue to be entitled to the benefits of Sections 14.3 and no further consent 14.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Reimbursement and Pledge Agreement that does not comply with this paragraph shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent Reimbursement and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee Pledge Agreement as a sale by such Lender of a participation in such rights and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection obligations in accordance with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries13.4.

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

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

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

Assignments. Any Lender may with the prior written consent of the Administrative Agent and Borrower (which consent, in each case, shall not be unreasonably withheld; it being understood and agreed that it would be reasonable for Borrower to withhold its consent if as a result of such assignment Borrower reasonably believes that it is likely Borrower will be required to make additional payments with respect to Indemnified Taxes as provided in Section 3.8 above) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; provided, however, that, notwithstanding anything in this Agreement to the contrary, so long as a Default does not then exist, Borrower shall have the right to disapprove any voluntary assignment of the Loan by Administrative Agent or a Lender, unless Administrative Agent or such Lender (as applicable) (A) acknowledges in writing that such assignment shall not constitute an “Additional Termination Event” under any Swap Agreement provided by such Person, if any, and (B) waives any right it may have to terminate such Swap Agreement due to such assignment, if any; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a 66 Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Unless Borrower gives written notice to Lender that it objects to the proposed assignment (together with a written explanation of the reasons behind such objection) within ten (10) days following receipt of Lender’s written request for approval of the proposed assignment, Borrower shall be deemed to have approved such assignment Upon execution and delivery of such instrument an Assignment and Assumption Agreement and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.004,500. Anything in this Section 13.13(c) to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates Affiliates or Subsidiariessubsidiaries.

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

Assignments. Any Lender may with assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the Administrative Agent at any time other Party shall be void, except as otherwise hereinafter provided. A Party may assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and in its entirety to an Affiliate of the NotesParty or any entity succeeding a Party by sale, merger, or acquisition without the consent of the other Party; provided, however, that the assignee is authorized as a CLEC in all states covered by this Agreement. The assigning Party shall notify the other Party in writing of such assignment thirty (i30) days prior to the Effective Date thereof and, provided further, if the assignee is an assignee of Knology, the assignee must provide evidence of Commission CLEC certification. The Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any partial assignment changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in an amount at least equal to $10,000,000 interest and (except assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the case of an assignment made at event that the assignee fails to perform such obligations. In addition to the foregoing, either Party may assign its rights to payments hereunder to a time at which there exists an Event of Defaultcommercial lending institution (a “Commercial Lender”) after giving effect upon sixty (60) days notice to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (other Party; provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each any such assignment shall be effected by means not affect either Party’s obligations under this Agreement, regardless of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal whether the assigning Party is in default as to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be assignee. In the event that a Lender party Party to this Agreement (the “Assigning Party”) assigns its rights to receive payment hereunder to a Commercial Lender pursuant to the previous sentence, the other Party hereto (“the Obligated Party”) shall retain the right to set-off against such assigned payment obligations any amounts owed to the Obligated Party by the Assigning Party, notwithstanding any notification given by the Commercial Lender to the Obligated Party, and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as notwithstanding any other provision set forth in Section 9-404(a) or (b) of the Uniform Commercial Code or equivalent thereof as in effect pursuant to the Governing Law section of this Agreement. Any such Assignment and Assumption Agreement, and assignment to a Commercial Lender that could result in the transferor Lender assignee or a designee of the assignee operating as a carrier under this Agreement shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesvoid.

Assignments. Any Lender The Lenders may with the prior written consent of the Administrative Agent at any time and from time to time assign to one or more Eligible Assignees Persons (each an “"Assignee”") all or a portion any part of its rights Credit Exposure pursuant to a supplement to this Agreement, in such form as is customary for transactions of this type and obligations under this Agreement as may be approved by the Agent (a "Transfer Supplement"), executed by such Assignee and the Notesa Lender; provided, however, (i) provided that any such assignment shall be in a minimum amount of $500,000. Any such partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case assignment of an assignment made at a time at which there exists an Event identical percentage of Defaultthe Lender's Loan and Commitment hereunder. Upon (i) 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, execution of at least $10,000,000such Transfer Supplement, (ii) delivery of an executed copy thereof to the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld Company and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor the Lender of an amount equal to the purchase price agreed between such transferor the Lender and such Assignee, the Lender shall be released from its obligations hereunder to the extent of such assignment and such Assignee shall be deemed to for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a the Lender with a Commitment and/or Loans, under this Agreement to the same extent as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extentif it were an original party hereto, and no further consent or action by any party the Company or the Lender shall be required. Upon Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee as a party and the resulting adjustment of the Commitment, if any, arising from the purchase by such Assignee of all or a portion of the Credit Exposure of the Lender. Promptly after the consummation of any assignment transfer to an Assignee pursuant to this subsection (c)hereto, if requested by such Assignee, the transferor Lender, the Administrative Agent Lender and the Borrower Company shall make appropriate arrangements so the new Notes are that a replacement Note is issued to the Lender and a new Note is issued to such Assignee, in each case in principal amounts reflecting such transfer. Any subsequent transfer by an Assignee and such transferor Lender, as appropriate, and of all or any part of its Credit Exposure shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay be subject to the Administrative Agent an administrative fee for processing such assignment in consent of the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesLender.

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

Assignments. Any Lender Under the conditions set out in this section, this lease may with be assigned in whole or in part. Assignments shall be recorded in each county in which the prior written consent leased premises are located and a certified copy of each such recorded assignment, certified by the County Clerk, shall be sent to the General Land Office within ninety (90) days from the date of its recordation, accompanied by the appropriate filing fee. Failure to file the required certified copies of an assignment in the General Land Office shall subject this lease to forfeiture. The filing fee due under this section shall be determined by the applicable statute and/or administrative rule in effect at the time the assignment is filed in the General Land Office. Upon any assignment of this lease, in whole or in part, the assignee will succeed to all rights and be subject to all liabilities, claims, obligations, penalties, and the like, theretofore incurred by the assignor, including any liabilities to the State and the owner of the Administrative Agent at soil for unpaid royalties. However, such assignment will not have the effect of releasing the assignor from any time assign liability, claim, obligation, penalty, or the like, theretofore accrued in favor of the State or the owner of the soil. In addition, upon any assignment of this lease, the assignee assumes, for the benefit of the State and the owner of the soil, the obligation to one fulfill all provisions and covenants of this lease, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or more Eligible Assignees (each heir of an “Assignee”) all assignee who acquires any right or a obligation initially held by that assignee under this lease. Upon assignment of any divided part of this lease, whether divided by acreage, zone, horizon, vein, mineral or other similar method, said assigned interest shall become segregated from the remaining portion of its rights this lease so that from the date of such assignment or assignments, the provisions hereof shall extend and obligations be applicable severally and separately to each segregated portion of the land covered hereby and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated portion of this lease shall not benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the lands covered hereby are under this Agreement separate leases. It is understood and agreed that the Notes; providedeffect of such an assignment is to create two separate leases, however, (i) any partial assignment shall be both of which must comply with their lease terms in an amount at least equal order to $10,000,000 and (except keep their leases in force. In the case of ownership or assignment of any undivided interest in this lease, no covenant or condition thereof, implied or expressed, is divisible. Anything less than complete compliance with said covenants or conditions shall render this lease subject to forfeiture and/or termination as provided by the lease's provisions. If the owner of the soil acquires this lease in whole or in part by assignment, then, inter alia, this lease is void as of the time of assignment and the agency power of the owner of the soil may be forfeited by the COMMISSIONER as provided for by Texas Natural Resources Code §53.074. An assignment will be treated as if it were made to the owner of the soil if the assignee is: a nominee of the owner of the soil; a corporation or subsidiary in which the owner of the soil is a principal stockholder or an assignment made at employee of such a time at corporation or subsidiary; a partnership in which there exists the owner of the soil is a partner or an Event employee of Default) after giving effect such a partnership; a principal stockholder or employee of the corporation which is the owner of the soil; a partner or employee of a partnership which is the owner of the soil; a fiduciary for the owner of the soil; including but not limited to such assignment the assigning Lender retains a Commitmentguardian, trustee, executor, administrator, receiver, or if conservator for the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, owner of at least $10,000,000, (ii) the Administrative Agent and (provided no Event soil; or a family member of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means owner of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal the soil or anyone related to the purchase price agreed between such transferor Lender owner of the soil by marriage, blood, or adoption. As is more fully set out in Texas Natural Resources Code §53.074, the owner of the soil owes the State a fiduciary duty and such Assigneemust fully disclose any facts affecting the State's interest in the leased premises. When the interests of the owner of the soil conflict with those of the State, such Assignee shall be deemed the owner of the soil is obligated to be a Lender party put the State's interest before his/her personal interests. The foregoing is not exclusive. This lease is subject to this Agreement all of the provisions of Texas Natural Resources Code §53.074 and shall have all the rights 31 Texas Administrative Code §10.5(b) (and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, their successors) and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon administrative rules of the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesGeneral Land Office.

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

Assignments. Any Subject to the provisions of Section 8.7(i), each Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Advances owing to it and the NotesNotes held by it); providedPROVIDED, howeverHOWEVER, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at to a time at which there exists an Event of Default) after giving effect Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Advance of the assigning Lender retains a Commitment, or if being assigned pursuant to each such assignment (determined as of the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, date of at least $10,000,000, (ii) the Administrative Agent Assignment and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved Acceptance with respect to such assignment, which approvals ) shall not in no event be unreasonably withheld less than $5,000,000 and (iii) each such assignment shall be effected by means of to an Eligible Assignee, and (ii) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording in the Register, an Assignment and Assumption AgreementAcceptance, together with the Notes subject to such assignment and a processing and recordation fee of $2,500. A copy of such Assignment and Acceptance shall also be delivered to Borrower; PROVIDED, HOWEVER, that such delivery to Borrower shall not be a condition of effectiveness of such Assignment and Acceptance. Upon execution such execution, delivery, acceptance and delivery of recording, from and after the effective date specified in such instrument Assignment and payment by such Assignee Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender Assignment and such AssigneeAcceptance, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loanshereunder and (y) the Lender assignor thereunder shall, as to the case may be, as set forth in extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and the transferor Lender shall be released from its obligations hereunder to a corresponding extentunder this Agreement (and, in the case of an Assignment and no further consent Acceptance covering all or action by any party shall be required. Upon the consummation remaining portion of any assignment pursuant to an assigning Lender's rights and obligations under this subsection (c)Agreement, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay cease to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiariesbe a party hereto).

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

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

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

Assignments. Any Lender (1) Subject to Section 15.01 and the other terms of this Agreement, the Lenders collectively or individually may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) assignees all or a portion of its their respective rights and obligations under this Agreement and the Notes(including, without limitation, all or a portion of their respective Commitments); provided, however, (i) any partial provided that no such assignment shall be in made to (A) any Borrower, any other Obligor, any Obligor’s Affiliates or Subsidiaries, (B) to any Non-Funding Lender or any of its Affiliates or Subsidiaries, or (C) to a natural Person. There will be no restrictions on assignments while an amount at least equal Event of Default exists. The parties to $10,000,000 each such assignment will execute (together with the Agent) and (except deliver a Canadian Assignment Agreement in the case of an assignment made at of a time at which there exists Lender’s Commitment in respect of the Canadian Revolving Facility or the LC Facility and a US Assignment Agreement in the case of a Lender’s Commitment in respect of the US Revolving Facility (each, an Event “Assignment Agreement”) to the Agent and the Agent will deliver such Assignment Agreement to the Borrowers. In addition the Borrowers will execute such other documentation as a Lender may reasonably request for the purpose of Default) after giving effect any assignment or participation. The assignor will pay a processing and recording fee of $5,000 to the Agent. After such assignment execution, delivery, acknowledgement and recording in the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, Register (iii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to assignee thereunder will be a Lender party to this Agreement and, to the extent that rights and shall obligations hereunder have all been assigned to it, have the rights and obligations of a Lender with a Commitment and/or Loanshereunder and (ii) the assigning Lender thereunder will, as to the case may be, as set forth in extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and the transferor Lender shall be released from its obligations hereunder under this Agreement, other than obligations in respect of which it is then in default, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender will cease to be a corresponding extent, and no further consent or action by any party hereto; provided that such assigning Lender shall continue to be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued entitled to the Assignee benefits of Sections 14.01, 14.03 and such transferor Lender, as appropriate, 14.04 with respect to facts and shall update Schedule I attached hereto. In connection with any circumstances occurring prior to the effective date of such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Agent, the Issuing Lender (each for an “Assignee”) all or a portion assignment of its rights and obligations under this Agreement the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, Borrowers (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between remaining Commitment and Loans held by the assigning Lender. The Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such Assigneeassignment 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 assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrowers will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The Borrowers shall be deemed to be a Lender party have granted their consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant requiring their consent hereunder unless the Borrowers have expressly objected to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default under Section 11.1(a) or any Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.003,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

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

Assignments. (a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees Agent, the Issuing Lender (each for an “Assignee”) all or a portion assignment of its rights and obligations under this Agreement the Revolving Loans and the Notes; providedRevolving Commitment) and, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Administrative Agent and (provided so long as no Event of Default has occurred that is continuing) exists, the Borrower shall have approved such assignment, (which approvals consents shall not be unreasonably withheld or delayed and (iii) each 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 effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an in a minimum aggregate amount equal to $5,000,000 or, if less, the purchase price agreed between remaining Commitment and Loans held by the assigning Lender. The Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with such transferor Lender in connection with the interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit D hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $4,000. No assignment may be made to any Person if at the time of such Assigneeassignment the Borrower would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than the Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrower will not be required to pay such Assignee greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. The Borrower shall be deemed to be a Lender party have granted its consent to this Agreement and shall have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and requiring its consent hereunder unless the Borrower shall make appropriate arrangements so the new Notes are issued has expressly objected to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiarieswithin three Business Days after notice thereof.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the NotesLoans at the time owing to it); provided, however, provided that (ia) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or, in the case of an assignment to a time at Lender or a Lender Affiliate, the aggregate amount of the Commitment (which there exists an Event for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of Default) after giving effect the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Acceptance with respect to such assignment is delivered to the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, Administrative Agent) shall not be less than $2,500,000 unless each of at least $10,000,000, (ii) the Administrative Agent and (provided and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Credit Agreement with respect to the Loan or the Commitment assigned, provided, however, that nothing contained herein shall restrict any Lender from making a non pro-rata assignment of its Loans; (c) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is continuingthe proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (d) the Borrower parties to each assignment shall have approved such assignmentexecute and deliver to the Administrative Agent an Assignment and Acceptance, which approvals together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be unreasonably withheld a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and (iii) recording thereof by the Administrative Agent pursuant to Section 16.3, from and after the effective date specified in each such assignment Assignment and Acceptance, the Eligible Assignee thereunder shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and shall Acceptance have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Credit Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations hereunder under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a corresponding extentparty hereto), provided that the assigning Lender shall continue to be entitled to the benefits of Sections 6.2.2, 6.6, 6.8, 6.9 and no further consent 17.3 with respect to facts and circumstances occurring prior to the effective date of such assignment and shall continue to be liable for obligations accrued prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be required. Upon the consummation treated for purposes of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent Credit Agreement as a sale by such Lender of a participation in such rights and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection obligations in accordance with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries16.4.

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

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

Assignments. Any Lender Without any requirements for further consent of the Seller, any Buyer may assign any or all of its rights and obligations under the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a Buyer with a Commitment hereunder immediately prior to giving effect to such assignment. With the prior written consent of the Administrative Agent and (unless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and at no cost to the Seller or the Administrative Agent, any time Buyer may assign to one any or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the NotesRepurchase Documents to one or more assignees; provided, however, provided that (i1) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at to a time at which there exists Buyer or a Buyer Affiliate or an Event assignment of Default) after giving effect to the entire remaining amount of the assigning Buyer’s Committed Sum, no such assignment the assigning Lender retains a Commitmentshall be in an amount less than $15,000,000, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, unless each of at least $10,000,000, (ii) the Administrative Agent and (provided no unless a Default or Event of Default has occurred that is and continuing) the Borrower Seller consents thereto, (2) each partial assignment shall have approved be made as an assignment of a proportionate part of all the assigning Buyer’s rights and obligations under this Agreement, (3) the assignee, if it is not a Buyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which approvals shall the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Seller and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, (4) the assignee may not be unreasonably withheld an Affiliate of the Seller and (iii5) each such assignment shall be effected by means of pursuant to an Assignment and Assumption Agreementsubstantially in the form of Exhibit E, to be delivered to the Administrative Agent together with a processing and recording fee of $3,500 (which shall not be applicable with respect to the initial syndication of the Transactions), with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the assignee. Upon The Seller agrees that, as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of such instrument and payment by such Assignee documents reasonably necessary to such transferor Lender of an amount equal assignment process to the purchase price agreed between extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such transferor Lender assignment form. Subject to acceptance and such Assigneerecording thereof pursuant to Section 22.17(d), such Assignee from and after the effective date specified in each Assignment and Assumption, the assignee shall be deemed to be a Lender party to Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the Administrative Agent), the assignor shall have be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing a revised and updated version of Schedule BC. Any assignment or transfer by a Buyer of rights or obligations under this Agreement that does not comply with this Section 22.17(b) shall be treated for purposes of this Agreement as a sale by such Buyer of a participation in such rights and obligations of a Lender in accordance with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (cSection 22.17(a), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may at any time, with the prior written consent of the Administrative Agent at Borrower (which consent shall not to be unreasonably withheld or delayed, and shall not be required during the continuance of any time Event of Default or for any assignment to a Lender, an Affiliate of a Lender or an Approved Fund), assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and Loan Agreement, the other Loan Documents, the Collateral or the Notes; provided, however, provided that (i) any each partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of made as an assignment made at of a time at which there exists an Event proportionate part of Default) after giving effect to such assignment all the assigning Lender retains a Commitment, or if Lender’s rights and obligations under this Loan Agreement and the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, other Loan Documents; and (ii) the parties to each assignment shall execute and deliver to the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution Agreement in the form attached hereto as Exhibit C, together with any Notes subject to such assignment and delivery a processing and recordation fee in the amount of $3,500 (other than for an assignment by a Lender to an Affiliate of such instrument Lender). Subject to acceptance and payment recording thereof by such Assignee the Administrative Agent pursuant to such transferor subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee thereunder shall be deemed to be a Lender party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all the rights and obligations of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption under this Loan Agreement, and the transferor assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations hereunder under this Loan Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Loan Agreement, such Lender shall cease to be a corresponding extent, party hereto) but shall continue to be entitled to the benefits of Section 12 with respect to facts and no further consent circumstances occurring prior to the effective date of such assignment. Any assignment or action transfer by any party a Lender of rights or obligations under this Loan Agreement that does not comply with this paragraph shall be requiredtreated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.18. Upon New and/or replacement Notes payable to the consummation assignee Lender and the assigning Lender (if the assigning Lender assigned less than all of any assignment pursuant to this subsection (c), its rights and obligations hereunder) shall be issued by the transferor Lender, Borrower promptly upon the request of the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriateAgent, and shall update Schedule I attached hereto. In connection with any be dated the effective date of such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective affiliates or SubsidiariesAssignment and Assumption.