Common use of Assignments Clause in Contracts

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (A) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)B) below, any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, of: ) of Borrower and Hermes Agent (i) Borrower, acting at the instruction of Hermes); provided that no consent of Borrower shall be required (1) for any assignment of any Term Loan to an assignment to a Lender, an Affiliate of a Lender, Eligible Assignee (other than an Approved Fund or, that invests primarily in distressed assets) or (2) if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;. (iiB) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to each of the following additional conditions: (A1) except in the case of an assignment to a Lender or an Affiliate of a Lender Eligible Assignee or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Term Loans, the amount of the Commitment or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 7,500,000, unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B2) each partial assignment of Term Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;; and (C3) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAcceptance. (C) Subject to acceptance and recording thereof pursuant to paragraph (D) of this Section, together from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender hereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.6, 3.7, 3.8 and 12.10 subject to the obligation of such Lender therein). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a processing sale by such Lender of a participation in such rights and recordation fee of $3,500; andobligations in accordance with Section 12.7.3. (D) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and any written consent to such assignment required by paragraph (B)(1) of this Section, if Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (E) An assignee shall not be a Lenderentitled to receive any greater payment under Sections 3.6, 3.7 or 3.8 than the applicable Lender would have been entitled to receive with respect to the interest assigned to such assignee. An assignee shall deliver not be entitled to Administrative Agent an Administrative Questionnairethe benefits of Section 3.8 to the extent such assignee fails to comply with Section 3.8.4 or 3.8.5, as applicable.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent (other than in the time owing to itcase of an Eligible Assignee that is a Lender) with and (B) the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DEI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DEI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if 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; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrowers and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Revolving Commitment, the Loans at the time Advances owing to it) with , the prior written consentNotes held by it, such consentif any, and the participation interest in each casethe Letter of Credit Obligations held by it); provided, not to be unreasonably withheld or delayedhowever, of: that (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to a Lender, an Affiliate of a constant, and not a varying, percentage of all of such Lender, an Approved Fund or, if an Event ’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of Default has occurred such Lender’s Revolving Commitment and is continuing, any other assignee; provided, further, that Borrower such Lender’s Revolving Advances and shall be deemed to have consented to in an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; amount not less than $5,000,000, (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the resulting Revolving Commitment or Loans and Revolving Advances of the assigning Lender subject (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 unless 10,000,000, (iii) each of Borrower such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent otherwise consenta $4,000 administrative fee; provided that no and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such consent of Borrower execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be required if an Event at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Default has occurred a Lender hereunder and is continuing; (B) each partial assignment shall such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be made as released from its obligations under this Agreement (and, in the case of an assignment Assignment and Acceptance covering all or the remaining portion of a proportionate part of all the assigning such Lender’s rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderparty hereto) but shall continue to be entitled to the benefits of Sections 2.8, shall deliver 2.9, 2.11, 9.4, 9.7 and 9.16 with respect to Administrative Agent an Administrative Questionnairefacts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent (other than in the time owing to itcase of an Eligible Assignee that is a Lender) with and (B) the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DEI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DEI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if 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; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may with the prior written consent of the Administrative Agent at any time assign to one or more Persons 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 Loans at the time owing to it) with the prior written consentNotes; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower any partial assignment shall be required for in an assignment amount at least equal to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred $10,000,000 and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to a Lender or an Affiliate of a Lender or an such assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (determined as of ii) the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; and (provided that no such consent of Borrower shall be required if an Event of Default has occurred and that is continuing; ) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (Biii) each partial such assignment shall be made as effected by means of an assignment 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 proportionate part of Lender party to this Agreement and shall have all the assigning Lender’s rights and obligations under this of a Lender with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and Assumption Agreement, except that this clause (B) and the transferor Lender shall not apply be released from its obligations hereunder to a Swingline 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’s rights , the Administrative Agent and obligations in respect of Swingline Loans; (C) the parties Borrower shall make appropriate arrangements so the new Notes are issued to each assignment the Assignee and such transferor Lender, as appropriate, and shall execute and deliver update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an Assignment and Assumption, together with a administrative fee for processing and recordation fee such assignment in the amount of $3,500; and (D) 4,500.00. Anything in this Section to the assigneecontrary notwithstanding, if no Lender may assign or participate any interest in any Loan held by it shall not be a Lenderhereunder to the Borrower, shall deliver to Administrative Agent an Administrative Questionnaireor any of its respective affiliates or Subsidiaries.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: each such assignment shall be to an Eligible Assignee; each of (A) the Loans at Administrative Agent and (B) the time owing to it) with the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld withheld); DRI shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required during the existence of a Default or delayed, of: (i) Borrower, provided that no consent Event of Borrower Default; any such partial assignment shall be required for in an assignment amount at least equal to a Lender, an Affiliate of a Lender, an Approved Fund $5,000,000 (or, if an Event of Default has occurred and is continuingless, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loans; (C) the Notes; and the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) 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; and (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if 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; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For avoidance of doubt, shall deliver the parties to Administrative Agent an Administrative Questionnairethis Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), i) Any Bank may at any Lender may time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this the Loan Papers. The parties to such assignment shall execute and deliver an Assignment and Acceptance Agreement (including all herein so called) which shall be substantially in the form of Exhibit L or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a portion Purchaser which is not a Bank or an Affiliate of its a Bank or an Approved Fund shall either be in an amount equal to the entire applicable Commitment and Revolving Loans of the assigning Bank or (unless each of WPC, Borrower and Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Revolving Loans at (if the time owing Commitment has been terminated) subject to it) with the prior written consentassignment, determined as of the date of such consent, assignment or as of the “Effective Date,” if the “Effective Date” is specified in each case, not to be unreasonably withheld or delayed, of:the Assignment and Acceptance Agreement. (iii) Borrower, provided that no The consent of WPC and Borrower shall be required for prior to an assignment to becoming effective unless Purchaser is a LenderBank, an Affiliate of a Lender, Bank or an Approved Fund orFund, provided that the consent of WPC and Borrower shall not be required if an Event of a Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no . The consent of Administrative Agent shall be required for prior to an assignment becoming effective unless the Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund. The consent of Letter of Credit Issuer shall be required prior to an assignment of a Lender;Commitment becoming effective unless Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund. Any consent required under this Section 15.10(c)(ii) shall not be unreasonably withheld or delayed. (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: Upon (A) except delivery to Administrative Agent of an Assignment and Acceptance Agreement, together with any consents required by Section 15.10(c)(i) and (ii), and (B) payment of a $3,500 fee to Administrative Agent for processing such assignment (unless such fee is waived by Administrative Agent), such assignment shall become effective on the effective date specified in such Assignment and Acceptance Agreement. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Bank party to this Agreement and any other Loan Paper executed by or on behalf of Banks and shall have all the rights and obligations of a Bank under the Loan Papers, to the same extent as if it were an original party thereto, and the transferor Bank shall be released with respect to the Commitment and Revolving Loans assigned to such Purchaser without any further consent or action by WPC, Borrower, Banks or Administrative Agent. In the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount covering all of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this Agreement, except such Bank shall cease to be a Bank hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Papers which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this clause (BSection 15.10(c) shall not apply to be treated for purposes of this Agreement as a Swingline Lender’s sale by such Bank of a participation in such rights and obligations in respect accordance with Section 15.10(b). Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 15.10(c), the transferor Bank, Administrative Agent and Borrower shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (Civ) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in Chicago, Illinois or Dallas, Texas a copy of each Assignment and Acceptance Agreement delivered to it and a register for the parties recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Revolving Loans owing to, each Bank pursuant to each assignment the terms hereof from time to time (the “Register”). The entries in the Register shall execute be conclusive, and deliver to WPC, Borrower, Administrative Agent an Assignment and AssumptionBanks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, together with a processing notwithstanding notice to the contrary. The Register shall be available for inspection by WPC, Borrower and recordation fee of $3,500; and (D) the assigneeany Bank, if it shall not be a Lender, shall deliver at any reasonable time and from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else Except as herein provided, this Agreement shall be binding upon and inure to the contrary benefit of Administrative Agent, ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ and their respective representatives, successors and assigns. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 (but subject and stated interest) of the Loans owing to, each Lender pursuant to Section 7.12.2the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the 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. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at Notes (if any) in whole or in part or sell participations therein without notice to Borrower or Borrower’s consent. Notwithstanding the time owing to it) with the foregoing, Borrower may not assign, transfer or otherwise convey this Agreement, in whole or in part, without Administrative Agent’s and each Lender’s prior written consentconsent and, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that so long as no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred exists, no Lender may assign its interest in this Agreement to any Person who is known to such Lender as a direct competitor of the Borrower, whether as an operating company or direct or indirect parent with voting control over such operating company. Each Lender that sells a participation to a participant (each, a “Participant”) in accordance with this Section 8.4 (shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and is continuing, any address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; obligations under the Loan Documents (ii) Administrative Agentthe “Participant Register”); provided that no consent Lender shall have any obligation to disclose all or any portion of Administrative Agent the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be required conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject all purposes of this Agreement notwithstanding any notice to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairecontrary.

Assignments. Notwithstanding anything else herein to 17.1 The Tenant shall not assign the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion whole of its rights and obligations under this Agreement (including all or a portion lease without the consent of its Commitment and the Loans at the time owing to it) with the prior written consentLandlord, such consent, in each case, consent not to be unreasonably withheld withheld. 17.2 The Tenant shall not assign part only of this lease. 17.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may give its consent to an assignment subject to all or delayed, ofany of the following conditions: (a) a condition that the assignor enters into an authorised guarantee agreement which: (i) Borrower, provided that no consent is in respect of Borrower shall be required for an assignment to a Lender, an Affiliate all the tenant covenants of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthis lease; (ii) Administrative Agent; provided that no consent is in respect of Administrative Agent shall be required for an assignment to a Lenderthe 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 (Covenants) ▇▇▇ ▇▇▇▇; (iii) each LC Issuing Bankimposes principal debtor liability on the assignor; (iv) requires (in the event of a disclaimer of this lease) the assignor to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and (ivv) each Swingline Lender. Assignments shall be subject is otherwise in a form reasonably required by the Landlord; (b) a condition that a person of standing acceptable to the Landlord acting reasonably enters into a guarantee and indemnity of the tenant covenants of this lease in the form set out in Schedule 2 (but with such amendments and additions as the Landlord may reasonably require). 17.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may refuse its consent to an assignment if either of the following additional conditionscircumstances exist at the date of the Tenant's application for consent to assign this lease: (Aa) except any Annual Rent or other money due under this lease is outstanding; or (b) the proposed assignee is not or will not be capable of being registered as a FIT generator (as defined in the case of SLCS). 17.5 Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to an assignment in any other circumstance where it is reasonable to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairedo so.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofassignment; (iiB) Administrative the Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iiiC) each LC Issuing Bank; and (ivD) each the Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (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 Agreement, except that this clause (B) sentence shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline outstanding Competitive Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their Related Parties or their securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). (iv) The Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and records of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may 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 any Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any 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 Persons 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 Loans at the time owing to it) with the prior written consentNotes; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no such consent of by the Borrower shall be required for an assignment to (x) if a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower or Potential Default shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; exist or (iiy) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate affiliate of a Lender or an assignment of the entire remaining amount of the assigning another Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment ; (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agentii) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each any partial assignment shall be made as in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, 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 proportionate part 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 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 assigning Lender’s rights and obligations under this of a Lender with a Commitment as set forth in such Assignment and Assumption Agreement, except that this clause (B) and the transferor Lender shall not apply be released from its obligations hereunder to a Swingline 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’s rights , the Administrative Agent and obligations in respect of Swingline Loans; (C) the parties Borrower shall make appropriate arrangement so the new Notes are issued to each assignment the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall execute and deliver pay to the Administrative Agent an Assignment and Assumption, together with a administrative fee for processing and recordation fee such assignment in the amount of $3,500; and (D) 4,500. Anything in this Section to the assigneecontrary notwithstanding, if no Lender may assign or participate any interest in any Loan held by it shall not be a Lenderhereunder to the Borrower, shall deliver to Administrative Agent an Administrative Questionnaireor any of its respective Affiliates or subsidiaries.

Assignments. Notwithstanding anything else herein In addition to the contrary (but subject to assignments permitted by Section 7.12.211.3(a), any each Lender may may, with the prior written consent of the Borrowers and the Administrative Agent (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 Persons all or a portion of its rights and obligations under this Agreement (including all hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, more Eligible Assignees; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower the Borrowers shall be deemed to have consented to an any such assignment unless it the Borrowers shall have objected object thereto by written notice to the Administrative Agent within five Banking 10 Business Days after having received notice thereof; ; and provided further that (i) any such assignment shall be in a minimum aggregate amount of $1,000,000 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), (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, not varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, except that this clause the Loans and Commitments being assigned and (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more Persons to whom all syndicate-level information (which may contain material non-public information about the Borrowers and their related parties 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. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, 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. 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 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. Notwithstanding anything else herein (a) Except as otherwise provided in this Section 13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities under this Agreement unless (i) the Global Rating Agency Condition has been satisfied with respect thereto, (ii) the consent of the Issuer has been obtained with respect thereto and (iii) such assignment or delegation has not been disapproved in writing by (A) a Majority of the Subordinated Notes and (B) for an assignment to any person who is not an Affiliate of the contrary Collateral Manager that is a Registered Investment Adviser, a Majority of the Controlling Class within 30 days’ notice of such assignment. The Collateral Manager shall not be required to obtain such consents or satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall obtain the consent of the Issuer to such assignment, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act. (but subject to b) The Collateral Manager may without satisfaction of the Global Rating Agency Condition, without obtaining the consent of any holder or beneficial owner of any Notes and, so long as such assignment or delegation does not constitute an “assignment” for purposes of Section 7.12.2)205(a)(2) of the Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of the Issuer, (1) assign any Lender may assign to one or more Persons all or a portion of its rights and or obligations under this Agreement to an Affiliate; provided that such Affiliate (including i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Collateral Manager under this Agreement and (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the 1940 Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, or merger with or into, or transfer of all or a portion substantially all of its Commitment and the Loans assets to, another entity; provided further that, at the time owing of such consolidation, merger, amalgamation or transfer the resulting, surviving or transferee entity assumes all the obligations of the Collateral Manager under this Agreement generally and the other entity is solely a continuation of the Collateral Manager in another corporate or similar form and has substantially the same staff; provided further that such action does not cause the Issuer to itbe subject to tax in any jurisdiction outside of its jurisdiction of formation; provided further that the Collateral Manager shall deliver prior notice to the Rating Agencies (provided that in the case of Fitch, only for so long as any Class A-1 Notes remain outstanding) of any assignment, delegation or combination thereof made pursuant to this sentence. Upon the execution and delivery of any such assignment by the assignee, the Collateral Manager will be released from further obligations pursuant to this Agreement except with respect to its obligations and agreements arising under Sections 10, 12(g), 17, 21 through 24, and 26 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after such assignment. (c) This Agreement shall not be assigned by the Issuer without (i) the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to (A) the Collateral Manager, (B) a Lender, an Affiliate Majority of the Subordinated Notes and (C) a Lender, an Approved Fund or, if an Event Majority of Default has occurred each Class of Secured Notes (voting separately) and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent satisfaction of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) Global Rating Agency Condition, except in the case of assignment by the Issuer (1) to an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (2) to a Lender or an Affiliate of a Lender or an assignment the Trustee as contemplated by the granting clause of the entire remaining amount of Indenture. The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the assigning Lender’s Commitment or LoansTrustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the amount of the Commitment or Loans of the assigning Lender subject Issuer shall use reasonable efforts to each cause such assignment (determined as of the date the Assignment and Assumption with respect assignee to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; andthe Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. (Dd) The Issuer shall provide the assignee, if it Rating Agencies and the Trustee (who shall not be provide a Lender, shall deliver copy of such notice to Administrative Agent an Administrative Questionnairethe Controlling Class) with notice of any assignment pursuant to this Section 13.

Assignments. Notwithstanding anything else herein (i) The Borrower may not assign any of its rights or obligations under the Loan Documents without the prior written consent of (A) in the case of the Loan Documents referred to in Section 7.07(a), the Administrative Agent and (B) in the case of any of the other Loan Documents, each Lender, and no assignment of any such obligation shall release the Borrower therefrom unless the Administrative Agent or each Lender, as applicable, shall have consented to such release in a writing specifically referring to the contrary obligation from which the Borrower is to be released. (but subject to Section 7.12.2), any ii) Each Lender may from time to time assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Loan Documents to one or a portion of its Commitment and more Persons, without the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower the Borrower; provided that, no such assignment shall be required for an effective unless (A) the assignment is consented to a Lenderby the Administrative Agent and, an Affiliate of a Lender, an Approved Fund or, if an so long as no Event of Default has occurred and is continuing, any other the Borrower, which consents shall not be unreasonably withheld or delayed, (B) a Notice of Note Assignment with respect to the assignment, duly executed by the assignor and the assignee; provided, furthershall have been given to the Borrower and the Administrative Agent, that Borrower shall be deemed to have consented to (C) in the case of an assignment unless it of a Registered Note, such Registered Note shall have objected thereto been surrendered for registration of assignment duly endorsed by (or accompanied by a written notice to Administrative Agent within five Banking Days after having received notice thereof; instrument of assignment duly executed by) the Registered Holder and such assignment shall have been recorded on the Register and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AD) except in the case of an assignment by the Lender that is the Administrative Agent, the Administrative Agent shall have been paid an assignment fee of $2,500. Upon any effective assignment, the assignee shall have all of the rights and shall be obligated to a Lender or an Affiliate perform all of the obligations of a Lender Lender; provided, however, that no assignee shall be entitled to any amounts that would otherwise be payable to it with respect to its assignment under Section 1.06, 1.09 or an assignment Section 1.10 unless (x) such amounts are payable in respect of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of a Regulatory Change Enacted after the date the Assignment and Assumption with respect applicable assignment agreement was executed or (y) such amounts would have been payable to the Lender that made such assignment is delivered to Administrative Agent) shall if such assignment had not be less than $5,000,000 unless each been made. In the event of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial any effective assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be by a Lender, shall deliver the Borrower shall, against (except in the case of a partial assignment) receipt of the existing Note of the assignor Lender, issue a new Note to Administrative Agent an Administrative Questionnairethe assignee Lender.

Assignments. Notwithstanding anything else herein (a) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Facility Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (i) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of a Default has occurred and is continuing, any other assignee; providedassignee (but, furtherin each case, that Borrower the assignor or assignee shall be deemed send notice of such assignment to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofthe Borrower); (ii) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender;) with a Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (iii) each LC Issuing Bank; andLender, if such Person’s obligation to participate in Facility Letters of Credit would be increased by such assignment. (ivb) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or LoansLoans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of a Default has occurred and is continuing; (Bii) 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, except provided that this clause (B) shall not apply be construed to prohibit the assignment of a Swingline proportionate part of all the assigning Lender’s rights and obligations in respect of Swingline one Class of Commitments or Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireadministrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or its 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.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 1,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to all of the Loans or the Commitments owned by the assignor, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans, the Reimbursement Obligations and the Term Loan are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee), which approval shall not be unreasonably withheld; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §18.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of (i) §§6.2.2, 6.6, 6.7, and 6.9 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §17.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §16.4.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Lenders, Affiliates of Lenders, Approved Funds or other Persons, other than, in each case, a natural person, a Defaulting Lender, a Borrower or a subsidiary or Affiliate of a Borrower (any such permitted assignee being called an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assigneeassignment; provided, provided further, that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) Administrative the Agent; provided that no consent of Administrative the Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iii) each LC Issuing Bank; and (ivC) each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, state and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 12.1(c). (iv) The Agent, acting solely for this purpose as a non-fiduciary agent, shall maintain at one of its offices 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 Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may 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 either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 3.5(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.04(b)(ii), any Lender may assign to one or more Persons 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 Loans at the time owing to it) with the prior written consent, consent of: (A) the Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of the Borrower shall be required for if (1) an Event of Default has occurred and is continuing or (2) at any other time, such assignment is to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneeFund; provided, provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it the Borrower shall have objected object thereto by written notice to the Administrative Agent within five Banking with 5 Business Days after having received written notice thereof; (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender; (iii) each LC Issuing BankLender immediately prior to giving effect to such assignment; and (ivC) each Swingline Lender. the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5004,000; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) the assignee must not be a natural person, a Defaulting Lender or an Affiliate or Subsidiary of the Borrower. (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). (iv) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may 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 the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the Assignee’s completed Administrative Questionnaire and, if required hereunder, applicable tax forms (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b). (vi) Notwithstanding the foregoing, no assignment or participation shall be made to any Loan Party or any Affiliate of a Loan Party.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Revolving Commitment, the Loans at the time Advances owing to it) with , the prior written consentNotes held by it, such consentif any, and the participation interest in each casethe Letter of Credit Obligations held by it); provided, not to be unreasonably withheld or delayedhowever, of: that (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to a Lender, an Affiliate of a constant, and not a varying, percentage of all of such Lender, an Approved Fund or, if an Event ’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of Default has occurred such Lender’s Revolving Commitment and is continuing, any other assignee; provided, further, that Borrower such Lender’s Revolving Advances and shall be deemed to have consented to in an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; amount not less than $5,000,000, (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the resulting Revolving Commitment or Loans and Revolving Advances of the assigning Lender subject (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 unless 10,000,000, (iii) each of Borrower such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Administrative Agent otherwise consenta $4,000 administrative fee; provided that no and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such consent of Borrower execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be required if an Event at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Default has occurred a Lender hereunder and is continuing; (B) each partial assignment shall such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be made as released from its obligations under this Agreement (and, in the case of an assignment Assignment and Acceptance covering all or the remaining portion of a proportionate part of all the assigning such Lender’s rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderparty hereto) but shall continue to be entitled to the benefits of Sections 2.8, shall deliver 2.9, 2.11, 9.4, 9.7 and 9.15 with respect to Administrative Agent an Administrative Questionnairefacts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller Party or Guarantor. Subject to Section 7.12.2)36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing Program Agreements; provided, that, unless an Event of Default has occurred, (i) an assignment by a Committed Buyer or (ii) an assignment to it) with the prior written consenta non-Affiliate of Administrative Agent or Buyers, such consentshall, in each case, require Seller’s prior consent, such consent not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneewithheld; provided, further, that Borrower 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 (“Assignment and Acceptance”), specifying the percentage or portion of 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 recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent 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 applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller Parties shall continue to have consented take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to an assignment unless it shall have objected thereto by written notice any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireand/or Buyers by Seller Parties.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)a) Any Lender may, in accordance with applicable law, at any Lender may time assign to one or more Persons Purchasers all or a portion any part of its rights and obligations under this Agreement (including all the Loan Documents. Such assignment shall be substantially in the form of Exhibit B or a portion in such other form as may be agreed to by the parties thereto. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Administrative Agent shall be required for prior to an assignment becoming effective with respect to a Lender, Purchaser which is not a Lender or an Affiliate of thereof; provided that if a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneethe consent of the Borrower shall not be required; provided, and provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking 5 Business Days after having received notice thereof; (ii) Administrative Agent; provided that no . The consent of Administrative Agent the Swingline Lender and each LC Issuer shall be required for prior to an assignment becoming effective with respect to any Purchaser. Each such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to Purchaser which is not a Lender or an Affiliate of a Lender or an assignment thereof shall (unless each of the entire Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning Lender’s Commitment (calculated as at the date of such assignment) or LoansOutstanding Credit Exposure (if the applicable Commitment has been terminated). (b) Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee by the amount assigning Lender to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent in its sole discretion), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment or Loans and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the assigning 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 subject party to each such assignment (determined as this Agreement and any other Loan Document executed by or on behalf of the date Lenders and shall have all the Assignment rights and Assumption obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and a Purchaser pursuant to this Section 12.3(a), the transferor Lender, the Administrative Agent otherwise consent; provided and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (c) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as an appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Facility LCs and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of a proportionate part of all the assigning Lender’s rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its office referred to in Schedule 13.1 a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and Outstanding Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In addition, the Administrative Agent shall maintain on the Register information regarding the designation, revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the LC Issuers, the Swingline Lender and the Lenders may 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, except that this clause (B) notwithstanding notice to the contrary. The Register shall not apply be available for inspection by the Borrower, any LC Issuer, any Lender and the Swingline Lender at any reasonable time and from time to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons all or a portion with the written consents of its rights and obligations under this Agreement (including all or a portion of its Commitment the Company and the Loans at the time owing to it) with the prior written consent, such consent, in each case, Agent (which consents will not to be unreasonably withheld or delayed, of: ) at any time assign and delegate to one or more Eligible Assignees (any Person to whom an assignment and delegation is made being herein called an “Assignee”) all or any fraction of such Lender’s Committed Loans and Commitment; each such assignment of a Lender’s Commitment shall be in the minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof; provided that no such consent from the Company shall be required in the case of (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a LenderPermitted AIG Affiliate that is, at such time, an Affiliate of AIG or (ii) an assignment of outstanding Committed Loans (but not Commitments) to an Eligible Assignee that is an Affiliate of AIG; provided, further, that, any such Assignee will comply, if applicable, with the provisions contained in Section 5.4; provided, further, the Company may withhold consent to the assignment of any Lender’s Committed Loans and Commitment to an Assignee for whom it is illegal to make a LIBOR Rate Loan described in Section 12.9(b)(iii) or that the Borrower would be required to compensate for any withholding or deductions described in clauses (i) or (ii) of Section 12.9(b) that are in excess of any such withholding or deductions the Borrower would be required to compensate to such assigning Lender, an Approved Fund or, if an Event and any such withholding of Default has occurred consent by the Company is and is continuing, any other assigneehereby will be deemed to be reasonable; provided, further, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with such assigning Lender in connection with the interests so assigned and delegated to an Assignee until such assigning Lender and/or such Assignee shall have; and provided, further, that in the event the Company is assigned any Committed Loans or Commitments hereunder, the Company’s vote in its capacity as a Lender on account of such Committed Loans or Commitments on any amendment, modification or waiver of, or consent with respect to, any provision of this Agreement pursuant to which the Lenders have voting rights hereunder shall be deemed to be voted in favor and/or against approval in direct proportion to the votes of the other Lenders that have consented to an assignment unless it shall have objected thereto by voted in favor and/or against approval of such matter: (i) given written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to Administrative Agent within five Banking Days after having received notice thereofsuch Assignee, substantially in the form of Exhibit D, to the Company and the Agent; (ii) Administrative Agent; provided that no consent evidence satisfactory to the Company and the Agent that, as of Administrative Agent shall the date of such assignment and delegation the Obligors will not be required for an assignment to a Lenderpay any costs, fees, taxes or other amounts of any kind or nature (including under Section 12.5) with respect to the interest assigned in excess of those payable by the Obligors with respect to such interest prior to such assignment; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject paid to the following additional conditions: (A) except in Agent for the case of an assignment to a Lender or an Affiliate of a Lender or an assignment account of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Div) provided to the Agent evidence reasonably satisfactory to the Agent that the assigning Lender has complied with the provisions of Section 11.10. Upon receipt of the foregoing items and the consents of the Company and the Agent, and subject to the acceptance and recordation of the assignment by the Agent pursuant to Section 11.11, (x) the assigneeAssignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee, such Assignee shall have the rights and obligations of a Lender hereunder and under the other instruments and documents executed in connection herewith and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder, except as specified in the last sentence of Section 12.6. The Agent may from time to time (and upon the request of the Company or any Lender after any change therein shall) distribute a revised Schedule I indicating any changes in the Lenders party hereto or the respective Percentages of such Lenders and update the Register. Within five Business Days after the Company’s receipt of notice from the Agent of the effectiveness of any such assignment and delegation, if it requested by the Assignee in accordance with Section 11.11, the Borrower shall execute and deliver to the Agent (for delivery to the relevant Assignee) new Committed Notes in favor of such Assignee and, if the assigning Lender has retained Committed Loans and a Commitment hereunder and if so requested by such Lender in accordance with Section 11.11, replacement Committed Notes in favor of the assigning Lender (such Committed Notes to be in exchange for, but not in payment of, the Committed Notes previously held by such assigning Lender). Each such Committed Note shall be dated the date of the predecessor Committed Notes. The assigning Lender shall promptly ▇▇▇▇ the predecessor Committed Notes, if any, “exchanged” and deliver them to the Borrower. Any attempted assignment and delegation not made in accordance with this Section 12.4.1 shall be null and void. Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender to a Federal Reserve Lender in accordance with Regulation A of the Board of Governors of the Federal Reserve System or other similar central bank; provided, that, no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender party hereto. The Company, each Lender, and each Assignee acknowledge and agree that after receipt by the Agent of the items and consents required by this Section 12.4.1 each Assignee shall deliver be considered a Lender for all purposes of this Agreement (including Sections 5.4, 6.1, 6.4, 12.5 and 12.6) and by its acceptance of an assignment herein, each Assignee agrees to Administrative Agent an Administrative Questionnairebe bound by the provisions of this Agreement (including Section 5.4).

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.211.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed, of: ) of the Agent and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assignee; provided, further, that ) the Borrower shall be deemed to have consented required prior to an assignment unless it shall have objected thereto by written notice becoming effective with respect to Administrative Agent within five Banking Days after having received notice thereof;an assignee which, prior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bi) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Cii) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit F hereto, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.02(b)(ii) and any written consent to such assignment required by Section 11.02(a), the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(a), 2.21(d), 2.22.6(b) or 9.05, the Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Term Loans and its Notes); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) the Loans at the time owing to it) with the prior Administrative Agent shall have provided its written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed); provided, of: (i) Borrower, provided that no consent of Borrower the Administrative Agent shall be required for an assignment to a Lender, an any Lender or Affiliate or Subsidiary of a Lender, an Approved Fund or, if an ; (iii) To the extent required in the definition of “Eligible Assignee,” the Borrower shall have provided its written consent (not to be unreasonably withheld or delayed) which consent shall not be required during the existence of a Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that the Borrower shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each any such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as in an amount at least equal to $5,000,000 (or, if less, the remaining amount of Term Loan being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; (v) each such assignment by a Lender shall be of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to the Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if 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; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to the Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, it being understood that it would not be unreasonable for a Borrower to withhold consent to an assignment of all or a portion of a Lender’s rights and obligations under this Agreement to a Person that is not engaged in making commercial revolving loans and similar extensions of credit in the ordinary course of its business) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of Default has occurred and is continuing, for any other assigneeassignment; provided, further, provided further that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iiiC) each LC Issuing Bankin the case of an assignment of a Commitment or any Swingline Exposure, the Swingline Lender; and (ivD) in the case of an assignment of a Commitment or any LC Exposure, each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderL▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of Default has occurred and is continuing; provided further that each Borrower will be deemed to have consented to an assignment if it does not respond to a written request for a consent thereto within 10 Business Days after actual receipt of such request; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderL▇▇▇▇▇’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, state and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 9.4, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.10). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 9.4(c). (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices 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 Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may 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 either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. The Register is intended to cause the Commitments, Loans, Letters of Credit or other obligations to be in registered form within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and Sections 5f.103-1(c) and 1.871-14(c) of the United States Treasury Regulations. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 3.5(e) (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein (a) Except as otherwise provided in this Section 13, the Collateral Manager may not assign or delegate (except as provided in Section 2(e)) its rights or responsibilities under this Agreement unless (i) the S&P Rating Condition has been satisfied with respect thereto, (ii) the consent of the Issuer has been obtained with respect thereto and (iii) such assignment or delegation has not been disapproved in writing by (A) a Majority of the Subordinated Notes and (B) for an assignment to any person who is not an Affiliate of the contrary Collateral Manager that is a Registered Investment Adviser, a Majority of the Controlling Class within 30 days’ notice of such assignment. The Collateral Manager shall not be required to obtain such consents or satisfy such condition with respect to a change of control transaction that is deemed to be an assignment within the meaning of Section 202(a)(1) of the Advisers Act at the time of any such transaction; provided that, if the Collateral Manager is a Registered Investment Adviser, the Collateral Manager shall obtain the consent of the Issuer to such assignment, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act. (but subject to b) The Collateral Manager may without satisfaction of the S&P Rating Condition, without obtaining the consent of any holder or beneficial owner of any Debt and, so long as such assignment or delegation does not constitute an “assignment” for purposes of Section 7.12.2)205(a)(2) of the Advisers Act during such time as the Collateral Manager is a Registered Investment Adviser, without obtaining the prior consent of the Issuer, (1) assign any Lender may assign to one or more Persons all or a portion of its rights and or obligations under this Agreement to an Affiliate; provided that such Affiliate (including i) has demonstrated an ability to professionally and competently perform duties similar to those imposed upon the Collateral Manager pursuant to this Agreement, (ii) has the legal right and capacity to act as Collateral Manager under this Agreement and (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the 1940 Act or (2) enter into (or have its parent enter into) any consolidation or amalgamation with, or merger with or into, or transfer of all or a portion substantially all of its Commitment and the Loans assets to, another entity; provided further that, at the time owing of such consolidation, merger, amalgamation or transfer the resulting, surviving or transferee entity assumes all the obligations of the Collateral Manager under this Agreement generally and the other entity is solely a continuation of the Collateral Manager in another corporate or similar form and has substantially the same staff; provided further that such action does not cause the Issuer to itbe subject to tax in any jurisdiction outside of its jurisdiction of formation; provided further that the Collateral Manager shall deliver prior notice to the Rating Agency of any assignment, delegation or combination thereof made pursuant to this sentence. Upon the execution and delivery of any such assignment by the assignee, the Collateral Manager will be released from further obligations pursuant to this Agreement except with respect to its obligations and agreements arising under Sections 10, 12(g), 17, 21 through 24, and 26 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after such assignment. (c) with This Agreement shall not be assigned by the Issuer without (i) the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to (A) the Collateral Manager, (B) a Lender, an Affiliate Majority of the Subordinated Notes and (C) a Lender, an Approved Fund or, if an Event Majority of Default has occurred each Class of Secured Debt (voting separately) and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent satisfaction of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) S&P Rating Condition, except in the case of assignment by the Issuer (1) to an entity which is a successor to the Issuer permitted under the Indenture, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound thereunder or (2) to a Lender or an Affiliate of a Lender or an assignment the Collateral Trustee as contemplated by the granting clause of the entire remaining amount of Indenture. The Issuer has assigned its rights, title and interest in (but not its obligations under) this Agreement to the assigning Lender’s Commitment or LoansCollateral Trustee pursuant to the Indenture; and the Collateral Manager by its signature below agrees to, and acknowledges, such assignment. Upon assignment by the Issuer, the amount of the Commitment or Loans of the assigning Lender subject Issuer shall use reasonable efforts to each cause such assignment (determined as of the date the Assignment and Assumption with respect assignee to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; andthe Collateral Manager such documents as the Collateral Manager shall consider reasonably necessary to effect fully such assignment. (Dd) The Issuer shall provide the assignee, if it Rating Agency and the Collateral Trustee (who shall not be provide a Lender, shall deliver copy of such notice to Administrative Agent an Administrative Questionnairethe Controlling Class) with notice of any assignment pursuant to this Section 13.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) the Borrower, provided that no consent of Borrower shall be required for an assignment to a Lenderthat, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of the Borrower shall be required for an assignment by a Lender: (1) to one of its own Affiliates; (2) if any Event of Default has occurred and is continuing, to any other Lender; or (3) if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing, to any assignee; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment; (iiiC) each LC Issuing Bank; and (ivD) each Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower▇▇▇▇▇▇▇▇, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (ia) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;; and (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bii) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an "Assignee") all or a any portion of its rights such Lender's Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder of any debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent's sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person's and/or its Affiliates' voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.10 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after notice thereof. (b) From and after the date on which the conditions described in Section 15.10(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent an for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee's Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the "Register") for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a Lender's interest in the Register shall be conclusive, together with a processing and recordation fee absent manifest error, as to the ownership of $3,500; and (D) the assignee, if it interests in the Loans. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in "registered form" for the purposes of the Code. This Section and Section 19.1.2 shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in "registered form" for the purpose of the Code and any related regulations (and any successor provisions).

Assignments. Notwithstanding anything else herein to the contrary (but subject 1) Subject to Section 7.12.2)13.01 and the other terms of this Agreement, any Lender the Lenders collectively or individually may assign to one or more Persons assignees all or a portion of its their respective rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, their respective Commitments); provided that no consent of Borrower such assignment shall be required for an assignment made to (A) the 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 Lender, an Affiliate of a Lender, an Approved Fund or, if natural Person. There will be no restrictions on assignments while an Event of Default has occurred exists. The parties to each such assignment will execute (together with the Agent) and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to deliver an assignment unless it shall agreement in respect of the Loan Facility substantially in the form of Schedule D to this Agreement (each, an “Assignment Agreement”) to the Agent and the Agent will deliver such Assignment Agreement to the Borrower. In addition the Borrower will execute such other documentation as a Lender may reasonably request for the purpose of any assignment or participation. The assignor will pay a processing and recording fee of $5,000 to the Agent. After such execution, delivery, acknowledgement and recording in the Register (i) the assignee thereunder will be a party to this Agreement and, to the extent that rights and obligations hereunder have objected thereto by written notice been assigned to Administrative Agent within five Banking Days after having received notice thereof; it, have the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject the assigning Lender thereunder will, to the following additional conditions: (A) except extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default, and, in the case of an assignment to a Lender Assignment Agreement covering all or the remaining portion of an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except such Lender will cease to be a party hereto; provided that such assigning Lender shall continue to be entitled to the benefits of Section 12.01 with respect to facts and circumstances occurring prior to the effective date of such assignment. (2) The agreements of an assignee contained in an Assignment Agreement will benefit the assigning Lender thereunder, the other Lenders and the Agent in accordance with the terms of the Assignment Agreement. (3) The Agent will maintain at its address referred to herein a copy of each Assignment Agreement delivered to and acknowledged by it and a register for recording the names and addresses of the Lenders and the Commitment under the Loan Facility of each Lender from time to time (the “Register”). The entries in the Register will be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent and each of the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this clause Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register will be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (B4) shall not apply Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee and approved by the Borrower (other than while an Event of Default or a Pending Event of Default exists when no such approval will be necessary), the Agent will, if the Assignment Agreement has been completed and is in the required form with such immaterial changes as are acceptable to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Agent: (a) acknowledge the Assignment Agreement; (Cb) record the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500information contained therein in the Register; and (Dc) give prompt notice thereof to the assigneeBorrower and the other Lenders, if it shall not be a Lender, shall deliver to Administrative Agent and provide them with an Administrative Questionnaire.updated version of Schedule A.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder of any Debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after receipt of written notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent an for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee’s Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Loan Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of B▇▇▇▇▇▇▇▇, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a L▇▇▇▇▇’s interest in the Register shall be conclusive, together with a processing and recordation fee absent manifest error, as to the ownership of $3,500; and (D) the assignee, if it interests in the Loans. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in “registered form” for the purposes of the Code. This Section shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in “registered form” for the purpose of the Code and any related regulations (and any successor provisions).

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.02(b)(ii), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (i) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;and (ii) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to a Lender;, an Affiliate of a Lender or an Approved Fund. (iiib) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bi) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except provided that this clause (B) shall not apply be construed to prohibit the assignment of a Swingline proportionate part of all the assigning Lender’s rights and obligations in respect of Swingline (A) Commitments or Revolving Loans or (B) any Competitive Loans; (Cii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit I hereto, together with a processing and recordation fee of $3,500; and (Diii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.02(b)(ii) and any written consent to such assignment required by Section 12.02(a), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.10(e), 2.18(e)(ii), 2.19, 10.09 or 11.02, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)Any Lender may, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentconsent of Administrative Agent, such consent, in each case, which consent shall not to be unreasonably withheld or delayedwithheld, of: (i) Borrowerand, provided that so long as no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default pursuant to Sections 11.1.1 or 11.1.7 has occurred and is continuing, any other assignee; providedBorrower Representative, further, that on behalf of all Borrowers (which consent by Borrower Representative shall not be unreasonably withheld or delayed and shall be deemed to have consented to an assignment unless it shall have objected thereto given by written notice to Borrowers if no objection is received by the assigning Lender and Administrative Agent from Borrowers within five Banking 3 Business Days after having received notice thereof; of such proposed assignment has been provided by the assigning Lender as set forth in this Section 13.2.1), assign and delegate to one or more Eligible Assignees (iieach an “Assignee”) Administrative Agent; provided that (provided, however, no consent of Administrative Agent or Borrower Representative shall be required for an in connection with any assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to and delegation by a Lender or to an Affiliate of a such Lender, to any other Lender or any Affiliate thereof or to an assignment Approved Fund) all, or any ratable part of all, of the entire remaining amount of the assigning Lender’s Commitment or Loans, the Revolver Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of the Commitment or $1,000,000 (provided that, unless an assignor ▇▇▇▇▇▇ has assigned and delegated all of its Loans of the assigning Lender subject to each and Revolver Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Revolver Commitment in a minimum amount of $10,000,000 held by it; provided, however, that Borrowers and Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (determined as i) written notice of the date the Assignment such assignment, together with payment instructions, addresses and Assumption related information with respect to such assignment is delivered the Assignee, shall have been given to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower Representative and Administrative Agent otherwise consentby such ▇▇▇▇▇▇ and the Assignee; provided that no (ii) such consent of Lender and its Assignee shall have delivered to Borrower shall be required if an Event of Default has occurred Representative and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee Acceptance in the form of $3,500Exhibit E; and (Diii) the assignee, if it shall not be a Lender, shall deliver assignor Lender or Assignee has paid to Administrative Agent an Administrative Questionnairea processing fee in the amount of $3,500 (with only one such fee payable in connection with contemporaneous assignments pursuant to the same Assignment and Acceptance to or by two or more Approved Funds of a single Lender); and (iv) the other provisions of this Section 13.2.1 have been satisfied.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.2, 5.5, 5.6, 5.7 and 5.9 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons Lenders, Affiliates of Lenders, Approved Funds or other Persons, other than, in each case, a natural person, a Borrower or a subsidiary or Affiliate of a Borrower (any such permitted assignee being called an “Eligible Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) each Borrower, ; provided that no consent of Borrower the Borrowers shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if an Event of a Default has occurred and is continuing, for any other assigneeassignment; provided, provided further, that each Borrower shall will be deemed to have consented to an assignment unless if it shall have objected does not respond to a written request for a consent thereto by written notice to Administrative Agent within five Banking 10 Business Days after having received notice thereofactual receipt of such request; (iiB) Administrative the Agent; provided that no consent of Administrative the Agent shall be required for an assignment to a Lender or an Affiliate of a Lender; (iii) each LC Issuing Bank; and (ivC) each Swingline Lender. Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that no such consent of Borrower the Borrowers shall be required if an Event of a Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Article III and Section 9.6). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such Lender’s rights or obligations as provided in Section 12.1(c). (iv) The Agent, acting solely for this purpose as a non-fiduciary agent, shall maintain at one of its offices 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 Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agent, the Issuing Banks and the Lenders may 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 either Borrower and, as to entries pertaining to it, any Issuing Bank or Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section and any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. Each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Agent that such assignee is an Eligible Assignee.

Assignments. Notwithstanding anything else herein Each Bank may, upon prior notice to and consent of Borrower and Agent, which consent shall not be unreasonably withheld or delayed and which consent of Borrower shall not be required after the occurrence of a Default or an Event of Default hereunder, from time to time sell and assign a pro rata part of all of the Debt evidenced by the Note then owned by it together with an equivalent proportion of its obligation to make Revolving Loans hereunder and the credit risk incidental to the contrary Letters of Credit and Swingline Loans pursuant to an assignment and acceptance substantially in the form of Exhibit F attached hereto, executed by the assignor, the assignee, Agent, and, so long as no Default or Event of Default is in existence, Borrower (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, which consent by Borrower shall not to be unreasonably withheld or delayed, of: ) (i) Borrower, provided that no consent of Borrower shall be required for each an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred “Assignment and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative AgentAcceptance”); provided that no consent of Administrative Agent assignment under this Section 9.7 shall be required for an assignment made by any Bank to a Lender; (iii) Borrower or to any Subsidiary, Related Party or other affiliate of Borrower. The Assignment and Acceptance shall specify in each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to instance the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment portion of the entire remaining amount of Debt evidenced by the assigning Lenderassignor’s Commitment or Loans, Note which is to be assigned to each such assignee and the amount portion of the Commitment or Loans of the assigning Lender subject assignor and the credit risk incidental to each the Letters of Credit (which portions shall be equivalent) to be assumed by the assignee, provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a federal reserve bank. Any such assignment (determined as portion of the date the Assignment and Assumption with respect Debt assigned by any Bank pursuant to such assignment is delivered to Administrative Agent) this Section 9.7 shall not be less than $5,000,000 unless it shall constitute all Debt owing to the assignor. Upon the execution of each of Assignment and Acceptance by the assignor, the assignee and, if required, Borrower and Administrative consent thereto by Agent otherwise consent; provided that (i) such assignee shall thereupon become a “Bank” for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment and Acceptance and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitment assumed by such consent of Borrower other Bank, (iii) the address for notices to such new Bank shall be required if an Event as specified in the Assignment and Acceptance, and (iv) Borrower shall, in exchange for the cancellation of Default has occurred and is continuing; (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 AgreementNote held by the assignor Bank, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver a Note to Administrative Agent the assignee Bank in the amount of its Commitment and new Note to the assignor Bank in the amount of its Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement. There shall be paid to Agent, as a condition to each such assignment, an Assignment and Assumption, together with a processing and recordation administration fee of $3,500; and (D) 3,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assigneeassignor or the assignee as they may mutually agree, if it but under no circumstances shall not any portion of such fee be payable by or charged to Borrower. Agent and each of the Banks are hereby authorized to deliver a Lender, shall deliver copy of any financial statement or other information made available by Borrower to Administrative Agent an Administrative Questionnaireany proposed assignee or participant in any portion of any Bank’s Loans and Commitment hereunder.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or a any portion of its rights that ▇▇▇▇▇▇’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Administrative Agent, such consentthe Issuing Lenders (for an assignment of the Revolving Loans and the Revolving Commitments at any time the commitment to issue Letters of Credit hereunder exceeds $0) and, in each caseso long as no Event of Default exists, Borrower Representative (which consent of Borrower Representative may not to be unreasonably withheld or delayed); provided, of: however, such consent of Borrower Representative shall not be required (i) Borrower, provided that no consent of Borrower shall be required for an assignment to by a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or (ii) during the existence of an Event of Default; provided further that the Borrower Representative shall be deemed to have consented to any such assignment of unless it shall object thereto by written notice to the entire remaining Administrative Agent 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 assignment is to an Affiliate of the assigning Lender’s Commitment or Loans) or, if less, the amount of remaining Commitment and Loans held by the Commitment or Loans of assigning Lender. Borrowers and Administrative Agent will be entitled to continue to deal solely and directly with the assigning Lender subject in connection with the interests so assigned to each such an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of Exhibit C (determined as 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 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 date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall foregoing, Borrowers will not be less than $5,000,000 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 have granted its consent to any assignment requiring its consent under this Agreement unless each of Borrower and Administrative Agent otherwise consent; provided Representative has expressly objected to that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;assignment within three Business Days after notice thereof. (Bb) each partial assignment shall From and after the date on which the conditions described above have been met, (i) the Assignee will be made as an assignment of deemed automatically to have become a proportionate part of all party to this Agreement and, to the assigning Lender’s extent that rights and obligations under this Agreement have been assigned to that Assignee pursuant to the Assignment Agreement, except that this clause (B) shall not apply to a Swingline Lender’s will have the rights and obligations in respect of Swingline Loans; a Lender under this Agreement, and (Cii) the parties assigning Lender, to each assignment the extent that rights and obligations under this Agreement have been assigned by it pursuant to that Assignment Agreement, will be released from its rights (other than its indemnification rights) and obligations under this Agreement. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrowers shall execute and deliver to Administrative Agent an Assignment for delivery to the Assignee (and, as applicable, the assigning Lender) one or more Notes in accordance with Section 3.1 to reflect the amounts assigned to that Assignee and Assumptionthe amounts, together with a processing and recordation fee if any, retained by the assigning Lender. Each such Note will be dated the effective date of $3,500; andthe applicable assignment. Upon receipt by Administrative Agent of any such Note, the assigning Lender shall return to Borrower Representative any applicable prior Note held by it. (Dc) the assignee, if it shall not be Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of that Lender, shall deliver including any pledge or assignment to Administrative Agent an Administrative Questionnaire.secure obligations to a Federal Reserve Bank, and this Section 15.6.1 will not apply to any such pledge or assignment of a security interest. No such pledge or assignment of a security interest will release a Lender from any of its obligations under this Agreement or substitute any such pledgee or assignee for that Lender as a party to this Agreement

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any part of its rights and obligations under the contrary Loan Documents (but subject including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to Section 7.12.2), any Lender may assign make Loans and participate in Letters of Credit) to one or more Persons commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment, (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit Obligations, the assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, (iv) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total and (v) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender for all purposes hereunder to the extent of the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute "Notes" for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or grant to a Federal Reserve Bank, and this Section shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, that the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement. (c) Notwithstanding anything to the contrary contained herein, any Lender (a "Designating Lender") may grant to one or more special purpose funding vehicles (each, an "SPV"), identified as such in writing from time to time by the Designating Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Revolving Loan that such Designating Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to make any Revolving Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Loan, the Designating Lender shall be obligated to make such Revolving Loan pursuant to the terms hereof, and (iii) the Designating Lender shall remain liable for any indemnity or any other payment or performance obligation with respect to its Revolving Credit Commitment hereunder or with respect to any Revolving Loan made by an SPV pursuant to an option to make such Revolving Loan granted pursuant hereto. The making of a Revolving Loan by an SPV hereunder shall utilize the Revolving Credit Commitment of the Designating Lender to the same extent, and as if, such Revolving Loan were made by such Designating Lender. (d) As to any Revolving Loans or portions thereof made by it, each SPV shall have all the rights that a Lender making such Revolving Loans or portion thereof would have had under this Agreement; provided, however, that each SPV shall have granted to its Designating Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any other Loan Documents) and to exercise on such SPV's behalf, all of such SPV's voting rights under this Agreement. No additional Revolving Credit Note shall be required to evidence the Revolving Loans or portion thereof made by an SPV; and the related Designating Lender shall be deemed to hold its Revolving Credit Note as agent for such SPV to the extent of the Revolving Loans or portions thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Designating Lender as agent for such SPV. (e) Each party hereto hereby agrees that no SPV shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable, provided that the Designating Lender which grants options to make Revolving Loans to such SPV shall be liable for such amounts as set forth in clause (c)(iii), above. In furtherance of the foregoing, each party hereto hereby agrees (which agreements shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. (f) In addition, notwithstanding anything to the contrary contained in this Section 13.12 or otherwise in this Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its rights interest in any Revolving Loans to the Designating Lender or to any financial institutions providing liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Revolving Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender any surety, guarantee or an Affiliate of a Lender credit or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect liquidity enhancements to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireSPV.

Assignments. Notwithstanding anything else herein to Any Lender may, with the contrary consent of the Borrower (but subject to Section 7.12.2)which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all including, such Lender’s Commitment (or a 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 its Commitment the Borrower and the Loans Administrative Agent for any assignment shall not be required if (i) a Default or an Event of Default is continuing, (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time owing of such assignment already is a party to itthis Agreement as a Lender or (iii) with such assignment is made to an Approved Selling Institution (it being agreed that the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of 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 required for permitted to make an assignment to a Lender, an Affiliate Competitor unless (i) any Event of a Lender, an Approved Fund or, if Default other than an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to continuing and the Administrative Agent within five Banking Days after having received notice thereof; 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) Administrative Agent; provided that no consent an Event of Administrative Agent shall be required for an assignment to a Lender; Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred or (iii) each LC Issuing Bank; and (iv) each Swingline Lenderthe Borrower has consented to such assignment. Assignments No assignment pursuant to the immediately preceding sentences to an institution other than another Lender shall be subject to the following additional conditions: in an aggregate amount less than (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of unless the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or and outstanding Loans of the assigning Lender subject is so assigned) $5,000,000. If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, any reference in this Agreement or the Notes to each 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, to the extent of such assignment (determined 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 the assigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). At the time of any assignment pursuant to this paragraph (b), this Agreement shall be deemed to be amended to reflect the Commitment of the date respective assignee (which shall result in a direct reduction to the Assignment Commitment of the assigning Lender) and Assumption 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 assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and assignment, the applicable Lender, the Administrative Agent otherwise consent; provided that no and the Borrower agree to execute such consent of Borrower documents (including amendments to this Agreement and the other Credit Documents) as shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment reasonably necessary to effect the foregoing. Nothing in this Agreement shall be made as an assignment of a proportionate part of all prevent or prohibit any Lender from pledging the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply Notes or Loans to a Swingline Lender’s rights and obligations Federal Reserve Bank in respect support of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireborrowings made by such Lender from such Federal Reserve Bank.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Intercompany Subordinated Debt or Alimco Subordinated Debt of a Loan Party, any holder of any debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent an for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee’s Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Loan Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. Notwithstanding notice to the contrary, together with no assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a processing and recordation fee Lender’s interest in the Register shall be conclusive, absent manifest error, as to the ownership of $3,500; and (D) the assigneeinterests in the Loans, if it notwithstanding notice to the contrary. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in “registered form” for the purposes of the Code. This Section and Section 15.10 below shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in “registered form” for the purpose of the Code and any related regulations (and any successor provisions).

Assignments. Notwithstanding anything else herein Any Lender may (at its expense, except for assignments to or from Administrative Agent, which shall be at the expense of Borrower pursuant to the contrary (but subject to Section 7.12.2terms of this Credit Agreement), and, following a demand by Borrower (following a demand by such Lender for payment of any Lender may amounts under SECTION 4.6) shall, at any time assign to one or more Persons all Eligible Assignees (an "ASSIGNEE") all, or a portion proportionate part of all (in a constant, not varying percentage), of its rights and obligations under this Credit Agreement (including all or a portion of and its Commitment Note, and the Loans at the time owing such Assignee shall assume such rights and obligations, pursuant to it) with the prior written consentan Assignment and Acceptance Agreement; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, ofthat: (i) Borrowerthis SECTION 13.11(c) shall not restrict an assignment or other transfer by any Lender to a Federal Reserve Bank, provided that but no consent of Borrower shall be required for an such assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower Federal Reserve Bank shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofrelease the assigning Lender from its obligations hereunder; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender another Lender, or an Affiliate the assignment of all of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Credit Agreement, except that this clause (B) any assignment shall not apply to be in a Swingline Lender’s rights and obligations minimum amount of $5,000,000, and, if in respect a greater amount, in integral multiples of Swingline Loans$1,000,000; (Ciii) 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 Administrative Agent certification as to exemption from deduction or withholding of Taxes in accordance with SECTION 4.6; (iv) the parties to each such assignment shall execute and deliver to Administrative Agent an Assignment and AssumptionAcceptance Agreement, together with the Assignee shall pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, and the transferor Lender shall deliver payment of a processing and recordation fee of $3,5003,500 to Administrative Agent (except in the case of a transfer at the demand of Borrower, in which case either Borrower or the transferee Lender shall pay such fee); (v) each assignment made as a result of a demand by Borrower shall be arranged by Borrower after consultation with Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Credit Agreement or an assignment of a portion of such rights and obligations made concurrently with another assignment or assignments that together constitute an assignment of all of the rights and obligations of the assigning Lender; and (Dvi) Bank of America shall retain a Commitment equal to or exceeding the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireCommitment of the Lender with the otherwise highest Commitment.

Assignments. Notwithstanding anything else herein Subject to the contrary (but subject to remaining provisions of this Section 7.12.210.05(b), any Lender may assign at any time, in the ordinary course of its commercial lending business, in accordance with applicable law, sell to one or more Persons Purchasing Lenders (which Purchasing Lender may be affiliates of the Transferor Lender), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at Note then held by it, pursuant to an Assignment and Assumption Agreement substantially in the time owing form of Exhibit "E" and satisfactory to it) with the prior written consentAgent, executed by the Transferor Lender, such consentPurchasing Lender, in each casethe Agent and the Borrower; subject, not however to be unreasonably withheld or delayed, ofthe following requirements: (i) BorrowerThe Agent and the Borrower must each give its prior consent to any such assignment which consent shall not be unreasonably withheld; it being agreed that it shall not be deemed unreasonable for the Borrower to decline to consent to such assignment if (A) such assignment would result in incurrence of additional costs to the Borrower under Section 2.10, 2.11 or 2.12, or (B) the proposed assignee has not provided that no consent of to the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneetax forms received under Section 10.05(d); provided, furtherhowever, that Borrower shall be deemed no consent is required for the transfer by a Lender to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofits Affiliate so long as the conditions in clauses (A) and (B) immediately above are satisfied; (ii) Administrative Agent; provided that no consent Each such assignment must be in a minimum amount of Administrative Agent shall be required for an assignment to a Lender$5,000,000, or, if in excess of $5,000,000, in integral multiples of $1,000,000; (iii) each LC Issuing Banksuch assignment shall be of a constant, and not a varying, percentage of the Transferor Lender's Long-Term Revolving Credit Commitment, Short-Term Revolving Credit Commitment, outstanding Revolving Credit Loans and all other rights and obligations under this Agreement and the other Loan Documents; and (iv) each Swingline Lender. Assignments The Transferor Lender shall be subject pay to the following additional conditions: (A) except in the case Agent, for its own Account, a fee of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to $3,500 for each such assignment (determined as the "ASSIGNMENT FEE"). Upon the execution, delivery, acceptance and recording of the date the any such Assignment and Assumption with respect Agreement, from and after the Transfer Effective Date determined pursuant to such assignment is delivered to Administrative AgentAssignment and Assumption Agreement, (i) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower the Purchasing Lender thereunder shall be required if an Event of Default has occurred a party hereto as a Lender and, to the extent provided in such Assignment and is continuing; (B) each partial assignment Assumption Agreement, shall be made as an assignment of a proportionate part of all have the assigning Lender’s rights and obligations of a Lender hereunder with a Revolving Credit Commitment as set forth therein, and (ii) the Transferor Lender thereunder shall, to the extent provided in such Assignment and Assumption Agreement, be released from its obligations under this AgreementAgreement as a Lender. Such Assignment and Assumption Agreement shall be deemed to amend this Agreement to the extent, except that this clause (B) shall not apply and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Swingline Lender’s Lender and the resulting adjustment of Ratable Share arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations in respect of Swingline Loans; (C) such Transferor Lender under this Agreement and the parties Notes. On or prior to each assignment the Transfer Effective Date, the Borrower shall execute and deliver to Administrative Agent the Agent, in exchange for the surrendered Notes held by the Transferor Lender, new Notes to the order of such Purchasing Lender in an amount equal to the Long-Term Revolving Credit Commitment and Short-Term Revolving Credit Commitment assumed by it and purchased by it pursuant to such Assignment and AssumptionAssumption Agreement, together with a processing and recordation fee new Notes to the order of $3,500; and (D) the assignee, if Transferor Lender in an amount equal to the Long-Term Revolving Credit Commitment and Short-Term Revolving Credit Commitment retained by it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairehereunder.

Assignments. Notwithstanding anything else herein to Without any requirements for further consent of the contrary (but subject to Section 7.12.2)Seller, any Lender Buyer may assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a portion of its Buyer with a Commitment and the Loans at the time owing hereunder immediately prior to it) with giving effect to such assignment. With the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if 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 is continuingat no cost to the Seller or the Administrative Agent, any other assignee; provided, further, that Borrower shall be deemed Buyer may assign any or all of its rights and obligations under the Repurchase Documents to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentone or more assignees; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender Buyer or an a Buyer Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderBuyer’s Commitment or LoansCommitted Sum, the amount of the Commitment or Loans of the assigning Lender subject to each no such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be in an amount less than $5,000,000 15,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an and (unless a Default or Event of Default has occurred and is continuing; ) the Seller consents thereto, (B2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBuyer’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D3) the assignee, if it shall is not be a LenderBuyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which 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 an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent 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. 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 documents reasonably necessary to such assignment process to the 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 assignment form. Subject to acceptance and recording thereof pursuant to Section 22.18(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a 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 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 in accordance with Section 22.18(a).

Assignments. Notwithstanding anything else herein (a) The provisions of this Agreement shall be binding upon and inure to the contrary benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (but A) to an Eligible Assignee in accordance with Section 11.03(b), (B) by way of participation in accordance with Section 11.03(d) or (C) by way of pledge or assignment of a security interest subject to the restrictions of Section 7.12.211.03(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in this Section 11.03 and, to the extent expressly contemplated hereby, the Related Parties of each Agent and Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time after the date hereof assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: ); provided that (i) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment Approved Fund with respect to a Lender, the Commitment (which for this purpose includes the Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (assignment, determined as of the date the Lender Assignment and Assumption Agreement with respect to such assignment is delivered to the Administrative Agent) Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date, shall not be less than one million Dollars ($5,000,000 1,000,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof, unless each of Borrower and the Administrative Agent otherwise consentconsents in writing; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bii) 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, except that this clause Agreement with respect to the Loan and the Commitment assigned; (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an a Lender Assignment and AssumptionAgreement, together with a processing and recordation fee of two thousand five hundred Dollars ($3,5002,500); and provided that (DA) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such two thousand five hundred Dollars ($2,500) fee shall be payable for all such contemporaneous assignments; (iv) the assigneeEligible Assignee, if it shall is not be a LenderLender prior to such assignment, shall deliver to the Administrative Agent an administrative questionnaire; and (vi) if the Aggregate Commitment is eighteen million Dollars ($18,000,000) or less, no assignment by a Lender of any of its rights or obligations under the Financing Documents shall be permitted if as a result of such assignment there will be more than three (3) Lenders under this Agreement. Subject to acceptance and recording thereof by the Administrative QuestionnaireAgent pursuant to Section 11.03(c), from and after the effective date specified in each Lender Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs), 4.05 (Funding Losses), 11.06 (Costs and Expenses) and 11.08 (Indemnification by the Borrowers) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.03(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.03(d). (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office a copy of each Lender Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount 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 the Borrowers, the Agents and the Lenders may 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 the Borrowers at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for consent to a material or other substantive change to the Financing Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. (d) Any Lender may at any time, without the consent of, or notice to, either Borrower or any Agent, sell participations to any Person (other than a natural person or either Borrower or any Affiliate or Subsidiary thereof) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 (Amendments, Etc.) that directly affects such Participant. Subject to Section 11.03(e), each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs) and 4.05 (Funding Losses), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.03(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.14 (

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2)a) Any Lender may, in accordance with applicable law, at any Lender may time assign to one or more Persons Purchasers all or a portion any part of its rights and obligations under this Agreement (including all the Loan Documents. Such assignment shall be substantially in the form of Exhibit B or a portion in such other form as may be agreed to by the parties thereto. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Administrative Agent shall be required for prior to an assignment becoming effective with respect to a Lender, Purchaser which is not a Lender or an Affiliate of a Lender, thereof or an Approved Fund or, Fund; provided that if an Event of a Default has occurred and is continuing, any other assigneethe consent of the Borrower shall not be required; provided, and provided further, that the Borrower shall be deemed to have consented to an any such assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking (5) Business Days after having received notice thereof; . The consent of the Swingline Lender and each LC Issuer shall be required prior to an assignment becoming effective with respect to any Purchaser. Each such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate thereof or an Approved Fund shall (unless each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (i) $10,000,000 or (ii) the remaining amount of the assigning ▇▇▇▇▇▇’s Commitment (calculated as at the date of such assignment) or Outstanding Credit Exposure (if the applicable Commitment has been terminated). (b) Upon (i) delivery to the Administrative Agent; provided Agent of an assignment, together with any consents required by Section 12.3(a), and (ii) payment of a $3,500 fee by the assigning Lender to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent in its sole discretion), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect 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 any other Loan Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent of or action by the Borrower, the Lenders or the Administrative Agent shall be required for an to release the transferor Lender with respect to the percentage of the Aggregate Commitment and Outstanding Credit Exposure assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3(a), the transferor Lender;, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iiic) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an In connection with any assignment of the entire remaining amount rights and obligations of the assigning Lender’s Commitment or Loansany Defaulting Lender hereunder, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as an appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Facility LCs and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of a proportionate part of all the assigning Lender’s rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (d) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its office referred to in Schedule 13.1 a copy of each assignment agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and Outstanding Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In addition, the Administrative Agent shall maintain on the Register information regarding the designation, revocation of designation, of any Lender as a Defaulting Lender. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the LC Issuers, the Swingline Lender and the Lenders may 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, except that this clause (B) notwithstanding notice to the contrary. The Register shall not apply be available for inspection by the Borrower, any LC Issuer, any Lender and the Swingline Lender at any reasonable time and from time to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.27.13.2), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent of (i) Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no Agent (such consent of Administrative Agent shall not to be required for an assignment to a Lender; unreasonably withheld) and (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller. Subject to Section 7.12.2)37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) and the provisions of this Section 22 (Non assignability) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: Program Agreements if (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if 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 other assigneePerson, with (in respect of this clause (iii) and in the absence of an Event of Default) 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 rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Sellers, Administrative Agent and Buyers shall treat each Person whose name is properly recorded in the Register pursuant to the preceding sentence as a Buyer (or Administrative Agent, as applicable) hereunder. Upon such assignment and recordation in the Register and compliance with clause (b) below, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent 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 applicable or (ii) another Person approved by Sellers (such approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Sellers shall continue to 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 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 execute a confidentiality agreement reasonably acceptable to Sellers, it being understood that such agreement shall be deemed acceptable by Sellers if it contains terms at least as restrictive as those set forth in Section 32 hereof, and Administrative Agent and Buyers shall reasonably cooperate with Sellers in enforcing such confidentiality agreement for the benefit of Sellers; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments Seller shall be subject to the following any additional conditions: (A) except reporting requirements other than as set forth in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireProgram Agreements.

Assignments. Notwithstanding anything else herein (a) Subject to the contrary (but subject to conditions set forth in Section 7.12.211.02(b), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with ); provided that the prior written consent, such consent, in each case, consents (which consents shall not to be unreasonably withheld or delayed) of the Agent, of: each Issuer and (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing) the Borrower shall be required prior to an assignment becoming effective with respect to an assignee which, any other assigneeprior to such assignment, is not a Lender, an Affiliate of a Lender or an Approved Fund; provided, further, that consent of the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent been given if the Borrower has not responded within five Banking (5) Business Days after having received notice thereof;of a request for such consent. (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except each assignment shall be in an integral multiple of $2,500,000 (provided that simultaneous assignments by two or more Approved Funds shall be combined for purposes of determining whether the case of an minimum assignment to a Lender or an Affiliate of a Lender or an assignment of requirement is met) or, if less, the entire remaining amount of the such assigning Lender’s Commitment or Commitments and Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing;, (Bii) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans;, (Ciii) the parties to each assignment shall (A) execute and deliver to Administrative the Agent an Assignment and Assumption (“Assignment and Assumption”) in substantially the form of Exhibit E hereto via an electronic settlement system acceptable to the Agent or (B) if previously agreed with the Agent, manually execute and deliver to the Agent an Assignment and Assumption, in each case together with a processing and recordation fee of $3,500; and3,500 (which fee may be waived or reduced in the sole discretion of the Agent); (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire and all applicable tax forms; (v) any Lender that assigns its Commitments, in whole or in part, shall assign a corresponding percentage of its Facility Letter of Credit Sublimit to the same assignee; and (vi) no assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). (c) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.02(b)(iii), if applicable, any written consent to such assignment required by Section 11.02(a) and any applicable tax forms, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein It is understood and agreed that each Lender shall have the right to the contrary (but subject to Section 7.12.2), assign at any Lender may assign to one or more Persons time all or a portion of its rights and obligations under this Agreement (including all or a any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans at and outstanding Letters of Credit and/or its Term Loan Percentage of the time owing Term Loan to it) with the prior written consentany Person, such consent, in each case, not to be unreasonably withheld or delayed, of: provided that: (i) Borrower, provided that no consent of Borrower each such assignment shall be required for an assignment to in a Lender, an Affiliate minimum amount of a Lender, an Approved Fund $1,000,000 (or, if an less, in a minimum amount equal to all of such Lender's Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, any other assignee; providedthe Parent, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice such assignment, each such consent not to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentbe unreasonably withheld; provided that no the consent of the Administrative Agent and the Parent shall not be required for an required, and the minimum assignment amount shall not apply, if the assignment is to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or , an Affiliate of a Lender or an Approved Fund so long as such assignment of would not result in increased costs to the entire remaining amount of Borrowers hereunder; and (iii) the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of proposed assignee and 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 Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent and the Borrowers hereunder an Assignment and AssumptionAcceptance in the form attached hereto as Exhibit D (in each case, together with an "Assignment and Acceptance"). Upon the execution and delivery of such Assignment and Acceptance, (A) to the extent applicable, the Borrowers, if requested, shall issue to the assignee applicable Notes in the amount of such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially the form of the Notes executed and delivered to the Lenders on the Effective Date and, if applicable, the assignor shall return to the Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $3,5003,500 to the Administrative Agent; and (D) provided that only one such fee shall be payable in the assignee, if it shall not be a Lender, shall deliver event of simultaneous assignments to Administrative Agent an Administrative Questionnaireor by two or more Approved Funds.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, ofAgreement; provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of all the Loans at the time owing to it or in the case of an assignment to a then existing Lender or an Affiliate of a then existing Lender or an assignment of the entire remaining amount of Approved Fund with respect to the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative AgentAgent or, if “Trade Date” is specified in the Assignment Agreement, as of the Trade Date) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of Borrower and Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed and such approval to be deemed to have been given if a response is not received within five Business Days from the date on which request for approval was received by the applicable Person); (ii) (A) except in the case of assignments made in connection with the primary syndication of the Loans by Agents within five Business Days of the Closing Date and except in the case of an assignment of Loans to a then existing Lender or an Affiliate of a then existing Lender or an Approved Fund with respect to the assigning Lender, the consent of Company (which consent shall only be required if no Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld or delayed) shall be required; and (B) the consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required; (iii) 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, except that this clause (B) shall not apply Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loans;the Loans assigned; and (Civ) the parties to each assignment shall (1) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent (which initially shall be ClearPar, LLC) or (2) manually execute and Assumptiondeliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,5003,500 (for which Company shall not be liable); and (D) and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.Questionnaire and if required, applicable tax forms. Subject to acceptance and recording thereof by Administrative Agent, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of subsection 2.7 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 9.1C.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to Administrative the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Agent pursuant to §15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of (i) §§5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (excluding (x) the Loan Parties, (y) any individual and (z) Sponsor and its Investment Affiliates) (any such non-excluded Person, an “Assignee”) all or a any portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the such Lender’s Loans at the time owing to it) with the prior written consent, such consent, in each case, consent of Agent (which shall not to be unreasonably withheld or delayed) and, of: so long as no Event of Default exists, Administrative Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required (i) Borrower, provided that no consent of from Administrative Borrower shall be required for an assignment by a Lender to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or to any Person that would constitute a member of its Lender Group or (ii) from Agent for an assignment by a Lender to another Lender or an Affiliate of the entire remaining amount a Lender or an Approved Fund of the assigning Lender’s Commitment a Lender or Loansto any Person that would constitute a member of its Lender Group). Except as Agent may otherwise agree, the amount of the Commitment or Loans of the assigning Lender subject to each any such assignment (determined as other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender or any Person that would constitute a member of its Lender Group) shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining principal amount held by the assignor of the date Loan being assigned. Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and Assumption with respect fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid to Agent by the Lender to whom such assignment interest is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consentassigned; provided provided, that no such consent of Borrower fee shall be required if payable in connection with any assignment by a Lender to a Lender or an Event Affiliate or Approved Fund of Default has occurred and is continuing; (B) each partial a Lender or any Person that would constitute a member of its Lender Group. Any attempted assignment not made in accordance with this Section 10.8.1 shall be made treated as an assignment the sale of a proportionate part of all the assigning Lender’s rights and obligations participation under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative QuestionnaireSection 10.8.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees (each, a “Purchaser”) 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 (including all or a portion of its Commitment and the Loans at the time owing to it) Agreement. Each such assignment with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser that is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans 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 each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date”, if the “Trade Date” is delivered specified in the assignment. The consent of Company is required for an assignment to Administrative Agent) shall not be less than $5,000,000 effective unless each the Purchaser is a Lender, an Affiliate of Borrower and Administrative Agent otherwise consent; a Lender, or an Approved Fund, provided that no such the consent of Borrower shall be Company is not required if an Event of Default has occurred and is continuing; (B) each partial assignment exists; provided further that Company shall be made as 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 proportionate part 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 any other Loan Document signed by or on behalf of the Lenders and have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party to the Loan Documents, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by Borrowers, the Lenders, or Agent. In the case of an assignment of all of the assigning Lender’s rights and obligations under this Agreement, except 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 clause (B) Agreement that does not comply with this Section 9.5.c shall not apply to be treated for the purposes of this Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 9.5.b. Upon the consummation of Swingline Loans; (C) any assignment to a Purchaser pursuant to this Section 9.5.c, the parties transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each assignment 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 execute and deliver to Administrative Agent an maintain at one of its offices in the United States, a copy of each Assignment and AssumptionAssumption delivered to it and a register for the recordation of the names and addresses of the Lenders, together with a processing and recordation fee the Commitments of, and principal amounts of $3,500; and (D) the assigneeLoans owing to, if it shall not be a each Lender, and participations of each Lender in Facility LCs, pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall deliver be conclusive absent manifest error, and Borrowers, Agent, and the Lenders shall treat each Person whose name is recorded in the Register pursuant to Administrative Agent an Administrative Questionnairethis Section 9.5.c as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Company at any reasonable time and from time to time upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or a any portion of its rights such Lender’s Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a LenderAgent, an Affiliate of a Lenderand, an Approved Fund or, if an so long as no Event of Default (subject, for the avoidance of doubt, to any cure periods) has occurred and is continuing, any other assignee; Borrower (which consents shall not be unreasonably withheld or delayed), provided, furtherhowever, that Borrower no such consent(s) shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;required: (iii) Administrative Agent; provided that no consent of Administrative Agent shall be required from Borrower for an assignment by a Lender to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, but such Lender will give written notice to Borrower of any such assignment; (ii) from Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender; (iii) from Borrower or Agent for an assignment by SWK Funding LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment advisor (or any similar type of representation or agency) pursuant to a written agreement, but SWK Funding LLC will give written notice to Borrower of any such assignment; (iv) from Borrower or Agent for an assignment by a Lender of its Loans and its Note as collateral security to a Federal Reserve Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender from any of its obligations hereunder); or (v) from Borrower, Agent or any Lender for (A) the assignment of SWK's Loans and Commitments to a Permitted Assignee (as defined below) or (B) a collateral assignment by SWK of, and the entire remaining amount grant by SWK of a security interest in, all of SWK's right, title and interest in, to and under each of the assigning Lender’s Commitment or LoansLoan Documents, including, without limitation, all of SWK's rights and interests in, to and under this Agreement, the amount of Obligations and the Commitment or Loans of Collateral (collectively, the assigning Lender subject “Assigned Rights”), to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; a Permitted Assignee, provided that no such consent collateral assignment shall release SWK from any of Borrower its obligations under any of the Loan Documents. In connection with any enforcement of or foreclosure upon its security interests in any of the Assigned Rights, a Permitted Assignee, upon notice to Borrower, SWK and the other Lenders, shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made entitled to substitute itself, or its designee, for SWK as an assignment of a proportionate part of all the assigning Lender’s rights and obligations Lender under this Agreement. For purposes hereof, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.term “

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Commitment); provided, however, that: each such assignment shall be to an Eligible Assignee; each of (A) the Administrative Agent and (B) the Loans at the time owing to it) with the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayedwithheld); subject to the definition of "Eligible Assignee", of: (i) Borrower, provided that no consent of the Borrower shall have provided its written consent (not to be unreasonably withheld) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, Default or Event of Default; any such partial assignment shall be in an Approved Fund amount at least equal to $10,000,000 (or, if an Event of Default has occurred and is continuingless, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Credit Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights ; and obligations in respect of Swingline Loans; (C) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.2. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) 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; and (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if 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; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. For avoidance of doubt, shall deliver the parties to Administrative Agent an Administrative Questionnairethis Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary (but subject to conditions set forth in Section 7.12.212.04(b)(ii), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, is to any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;and (iiB) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender;Lender immediately prior to giving effect to such assignment. (iiiii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 3,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 Maximum Credit Amount of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may 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 the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b).

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the contrary (but subject assigning Lender's ultimate parent corporation) to Section 7.12.2), any Lender may assign to one or more Persons all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consentassignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in each case, not order to be unreasonably withheld or delayed, of: make any such assignment (i) Borrowerunless the assigning Lender is assigning all of its Commitments, provided that no consent outstanding Loans and interests in Letters of Borrower Credit, the assigning Lender shall be required for an assignment to a Lenderretain at least $10,000,000 in unused Commitments, an Affiliate outstanding Loans and interests in Letters of a LenderCredit, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Administrative Agent shall be required for an assignment to a Lender; Credit of at least $5,000,000, (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments such assignment shall be subject evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the following additional conditions: (AAdministrative Agent) except in the case of an assignment to a executed by such assigning Lender, such assignee Lender or an Affiliate of a Lender or an assignment Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the entire remaining amount Obligations which are to be assigned to the assignee Lender and the portion of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans Commitments of the assigning Lender subject to each such assignment be assumed by the assignee Lender, and (determined as of iv) the date assigning Lender shall pay to the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.in connection with any such assignment

Assignments. Notwithstanding anything else herein to Without any requirements for further consent of the contrary (but subject to Section 7.12.2)Seller, any Lender Buyer may assign to one any or more Persons all or a portion of its rights and obligations under this Agreement (including all the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a portion of its Buyer with a Commitment and the Loans at the time owing hereunder immediately prior to it) with giving effect to such assignment. With the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if 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 is continuingat no cost to the Seller or the Administrative Agent, any other assignee; provided, further, that Borrower shall be deemed Buyer may assign any or all of its rights and obligations under the Repurchase Documents to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agentone or more assignees; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender Buyer or an a Buyer Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderBuyer’s Commitment or LoansCommitted Sum, the amount of the Commitment or Loans of the assigning Lender subject to each no such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be in an amount less than $5,000,000 15,000,000, unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an and (unless a Default or Event of Default has occurred and is continuing; ) the Seller consents thereto, (B2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBuyer’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D3) the assignee, if it shall is not be a LenderBuyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Administrative Agent an administrative questionnaire in which 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 an Affiliate of the Seller and (5) each such assignment shall be effected pursuant to an Assignment and Assumption substantially in the form of Exhibit E, to be delivered to the Administrative QuestionnaireAgent 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. 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 documents reasonably necessary to such assignment process to the 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 assignment form. Subject to acceptance and recording thereof pursuant to Section 22.17(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a 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 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 in accordance with Section 22.17(a).

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) (except in the case of assignments to an existing Lender or an Affiliate thereof, in which case no consent by the contrary Administrative Agent shall be needed) and, so long as no Event of Default then exists, the Borrower (but subject which consent of the Borrower shall not be unreasonably withheld) to Section 7.12.2)sell, any Lender may assign to one assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part fixed percentage (and not by its terms of all varying percentage) of the assigning Lender’s rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Revolving Credit Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent (and the L/C Issuers, if other than the Administrative Agent) and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Revolving Credit Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender for all purposes hereunder to the extent of the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrower shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Revolving Credit Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), and the assignee Lender shall thereafter surrender to the Borrower its old Notes. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and interest in Letters of Credit owed to it or its Revolving Credit Commitments under this AgreementSection any financial or other information pertaining to the Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, except that including any such pledge or grant to a Federal Reserve Bank, and this clause (B) Section shall not apply to any such pledge or grant of a Swingline Lender’s security interest; provided that no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights and obligations in respect pledged or granted to it, whether by means of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderforeclosure or otherwise, shall deliver be at all times subject to Administrative Agent an Administrative Questionnairethe terms of this Agreement.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Loans at the time Commitment, an Advance owing to it and any Note held by it); provided, however, that (i) with the prior other than any assignment by a Lender to an Affiliate of a Lender or to another Lender, each such assignment shall be subject to Borrower’s written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: delayed (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuingthen exists, any other assignee; provided, further, that in which event the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; no such approval right), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent; provided that no consent of Administrative Agent shall be required , for its acceptance and recording in the Register, an assignment Assignment and Acceptance, together with the Notes subject to a Lender; such assignment, (iii) each LC Issuing Bank; and the consent of Initial Lenders shall be required, which consent shall not be unreasonably withheld or delayed, (iv) each Swingline Lender. Assignments no such assignments shall be subject made to the following Borrower or its Affiliates or any of their respective subsidiaries or any natural Person and (v) the relevant assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such additional conditions: lender by the Administrative Agent and (2) any tax documentation required under Section 2.11. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance (A) except the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to Acceptance covering all or the remaining portion of such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this clause (B) Section shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireany such assignment.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Credit Loans at the time owing to it or Loansof an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) 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, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loansthe Loan or the Commitment assigned; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender or an Approved Fund; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.1.2, 5.1.4, 5.4, 5.5, 5.6, and 5.8 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be null and void.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower Credit Documents. Such assignment shall be required for an substantially in the form of Schedule 10.3 or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and Purchaser which is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to not a Lender or an Affiliate of a Lender or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s applicable Commitment or Loans, the amount of the Commitment or and Loans of the assigning Lender or (unless each of the Borrower and the Administrative Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to each such assignment (the assignment, determined as of the date the Assignment and Assumption with respect to of such assignment or as of the “Trade Date,” if the “Trade Date” is delivered to Administrative Agentspecified in the assignment. (b) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund, provided that the consent of the Borrower shall not be required if an Event of a Default has occurred and is continuing; (B) each partial assignment . The consent of the Administrative Agent shall be made as required prior to an assignment becoming effective unless the Purchaser is a Lender with a Revolving Commitment (in the case of an assignment of a proportionate part Revolving Commitment) or is a Lender, an Affiliate of a Lender or an Approved Fund (in the case of an assignment of any other Commitment or Loans). The consent of the Issuing Bank shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this Section 10.3(b) shall not be unreasonably withheld or delayed. (c) Upon (i) delivery to the Administrative Agent of an assignment, together with any consents required by Sections 10.2(a) and 10.2(b), and (ii) payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent), such assignment shall become effective on the effective date specified in such assignment. The assignment shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans 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 Credit 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 any other Credit Document executed by or on behalf of the Lenders and shall have all the rights and obligations of a Lender under the Credit Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by the Borrower, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, except such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Credit Documents which 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 clause (B) Section 10.3 shall not apply to be treated for purposes of this Agreement as a Swingline Lender’s sale by such Lender of a participation in such rights and obligations in respect accordance with Section 10.2. Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 10.3(c) the transferor Lender, the Administrative Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (Cd) The Administrative Agent, acting solely for this purpose as an agent of the parties Borrower, shall maintain at one of its offices in Houston, Texas 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 assignment Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall execute be conclusive, and deliver to the Borrower, the Administrative Agent an Assignment and Assumptionthe Lenders may 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, together with a processing notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower at any reasonable time and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to (a) Borrower may not assign this Agreement or any of its rights or obligations hereunder without the contrary prior approval of Agent. (but subject to Section 7.12.2)b) No Lender shall assign, any Lender may assign to one transfer, sell, pledge or more Persons hypothecate all or a any portion of its rights in and obligations under this Agreement (including all or a portion of its Commitment and to the Loans at the time owing to it) any other Person (a Person to which any such assignment, transfer or sale is made in accordance with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of:this Article X being an "ASSIGNEE"): (i) Borrower, provided that no without the prior written consent of Borrower Agent, which consent shall not be unreasonably withheld and shall not be required for an assignment to a Lender, if the Assignee is an Affiliate of such Lender and provided that such Lender shall not be released from its continuing obligations hereunder after such assignment to its Affiliate; (ii) so long as no Event of Default shall exist, unless the Assignee is an Affiliate of such Lender or is an Eligible Assignee, and provided that such Lender shall not be released from its continuing obligations hereunder after such assignment to its Affiliate; (iii) unless such transaction shall be an assignment of a constant and not a varying, ratable percentage of such Lender's interest in the Loan; (iv) unless the aggregate principal amount of the Loan which is the subject of such transaction is Five Million Dollars ($5,000,000) or more; (v) unless, after giving effect to such transaction, such Lender's aggregate unassigned interest in the Loan shall be in a principal amount of at least Five Million Dollars ($5,000,000) unless such transaction encompasses all of such Lender's rights in and to the Loan in which case such Lender shall have assigned all of its rights in and to the Loan; and (vi) in the case of an assignment, the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording the Agent's Register, Agent's form of assignment and acceptance agreement attached hereto as SCHEDULE XIII, with appropriate completions (each, an Approved Fund or"ASSIGNMENT AND ACCEPTANCE"), if together with a processing and registration fee of $2,500, which fee shall cover Agent's cost in connection with the assignments under this Agreement. (c) If an Event of Default has occurred and is continuing, subject to Section 11.4(f), Borrower's consent to any other assignee; providedassignment or participation to any party whatsoever shall not be required and all parties hereto agree to promptly execute and file an amendment to this Agreement reflecting any such assignment. Furthermore, furtherif within seven (7) Business Days after receiving a request pursuant to subparagraph (b) above for its consent to any assignment or participation by any Lender, that Borrower shall not have either consented or withheld its consent (specifying the reasons therefor), then such consent shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;been given. (iid) Administrative Borrower agrees to execute, within ten (10) days after request therefor is made by Agent, any documents and/or estoppel certificates reasonably requested by Agent in connection with such participation or assignment, without charge; provided that no consent such documents and/or estoppel certificates do not expand the liability or obligations of Administrative Agent Borrower or reduce assignee's or participant's obligations. (e) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; party thereto and (iv) each Swingline Lender. Assignments shall be subject , to the following additional conditions: extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (Ay) except the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment to a Lender Assignment and Acceptance covering all or the remaining portion of an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except that this clause (B) such Lender shall not apply cease to be a Swingline Lender’s rights and obligations in respect of Swingline Loans;party thereto). (Cf) Agent shall maintain a register (the "AGENT'S REGISTER") showing the identity of the Lenders from time to time. The entries in the Agent's Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Lenders may (and, in the case of any portion of the Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of such portion of the Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any portion of the Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. 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. (g) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by Borrower and Agent) together with payment to Agent of a registration and processing fee of $2,500, Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Agent's Register and give notice of such acceptance and recordation to the Lenders and Borrower. (h) Borrower authorizes each Lender to disclose to any participant or Assignee of such Lender (each, a "TRANSFEREE") and any prospective Transferee any and all financial information in such Lender's possession concerning Borrower and its Affiliates which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender's credit evaluation of Borrower and its Affiliates prior to becoming a party to this Agreement, provided that any disclosure of Bloomberg's financial statements may only be made in accordance with the terms of the Bloomberg Lease and subject to the confidentiality requirements thereof with respect to the same. (i) For avoidance of doubt, the parties to each this Agreement acknowledge that the provisions of this Section concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law. (j) Borrower agrees that after the effective date under such Assignment and Acceptance, upon the request to Agent by any Lender, Borrower shall execute and deliver to Administrative Agent an Assignment such Lender one or more substitute notes of Borrower evidencing such Lender's Ratable Share of the Building Loan, Supplemental Loan and AssumptionProject Loan, together respectively, in substantially the same form as the Building Loan Note, Supplemental Loan Note and Project Loan Note, respectively, with a processing appropriate insertions as to payee and recordation fee principal amount. Each such substitute note shall be dated as of $3,500; andthe Closing Date. (Dk) Notwithstanding anything to the assigneecontrary contained in this Agreement, if it HVB and Agent hereby agree for the benefit of Borrower that provided no Event of Default exists, HVB shall not assign, without the consent of Borrower (which consent shall not be unreasonably withheld or delayed), a portion of the Loan which shall result in the Ratable Share of HVB in its capacity as a Lender being less than, for so long as Lenders continue to have any further funding obligations hereunder, One Hundred One Million and No/100 ($101,000,000) Dollars of the Maximum Loan Commitment. (l) Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be responsible for the costs incurred by any Lender, shall deliver Assignee or Agent in connection with any such Assignment and Acceptance. (m) Notwithstanding anything to Administrative Agent an Administrative Questionnairethe contrary contained in this Agreement or the other Loan Documents, Borrower consents to any assignment of the Loan to Vornado or to Mezzanine Lender or any Person that is, directly or indirectly, wholly-owned by Vornado.

Assignments. Notwithstanding anything else herein to the contrary (but subject The Program Agreements are not assignable by any Seller Party. Subject to Section 7.12.2)36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, any Lender Administrative Agent and Buyers may from time to time assign to one or more Persons all or a portion of its their rights and obligations under this Agreement and the Program Agreements; provided, however 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 (including all the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or a portion of its Commitment 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 Loans at Seller Parties, Administrative Agent and Buyers shall treat each Person whose name is recorded in the time owing Register pursuant to itthe preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the Register, (a) with such assignee shall be a party hereto and to each Program Agreement to the prior written consentextent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such consentrights 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, in each case, as applicable or (ii) another Person approved by any Seller Party (such approval not to be unreasonably withheld or delayedwithheld) which assumes the obligations of Administrative Agent and Buyers, of: (i) Borroweras applicable, provided that no consent of Borrower shall be required for an released from its obligations hereunder and under the Program Agreements. Any assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, the Seller Parties shall continue to have consented take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to an assignment unless it shall have objected thereto by written notice any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireand/or Buyers by any Seller Party.

Assignments. Notwithstanding anything else herein (i) (Subject to the contrary conditions set forth in clause (but subject to Section 7.12.2)ii) below, any Lender Bank may assign to one or more Persons Banks or other institutions (each an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Commitment, the Loans at the time owing to itit and its L/C Interests) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (ia) Borrowerthe Company, provided that no consent of Borrower the Company shall be required for an assignment to (1) a Lender, Bank or an Affiliate affiliate of a Lender, an Approved Fund or, Bank that is a financial institution or (2) if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereofAssignee, (b) the Agent; (iic) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC the Issuing Bank; and (ivd) each the Swingline Lender. . (ii) Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender Bank or an Affiliate affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment Bank's Commitment, Loans or LoansL/C Interests, the amount of the Commitment Commitment, Loans or Loans L/C Interests of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 10,000,000 and in multiples of $1,000,000 unless each of Borrower the Company and Administrative the Agent otherwise consent; , provided that no such consent of Borrower the Company shall be required if an Event of Default has occurred and is continuing; (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Bank's rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cc) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,5004,000; and (Dd) the assigneeAssignee, if it shall not be a LenderBank, shall deliver to Administrative the Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to clause (iv) of this Section, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11(D), 2.12, 8.03 and 9.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Each Lender may assign to one or more Persons all or a portion of its rights and obligations under this Credit Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and its Commitment); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) each of (A) the Loans at Administrative Agent and (B) the time owing to it) with the prior Issuing Lenders, shall have provided their written consent, such consent, in each case, consent (not to be unreasonably withheld or delayed, of:); (iiii) Borrower, To the extent required in the definition of “Eligible Assignee,” DRI shall have provided that no its written consent of Borrower (not to be unreasonably withheld or delayed) which consent shall not be required for an assignment to a Lender, an Affiliate during the existence of a Lender, an Approved Fund or, if an Default or Event of Default has occurred and is continuing, any other assigneeDefault; provided, furtherhowever, that Borrower DRI shall be deemed to have consented to an any proposed assignment unless it shall have objected object thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (iiiv) Administrative Agent; provided that no consent of Administrative Agent any such partial assignment shall be required for in an assignment amount at least equal to a Lender; $5,000,000 (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to or, if less, the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Commitment being assigned by such Lender’s Commitment ) or Loans, the amount an integral multiple of the Commitment or Loans of the assigning Lender subject to $5,000,000 in excess thereof; (v) each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower by a Lender shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part constant, and not varying, percentage of all the assigning Lender’s of its rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights Credit Agreement and obligations in respect of Swingline Loansthe Notes; (Cvi) the parties to each such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and AssumptionAgreement in substantially the form of Exhibit 12.3, together with a processing and recordation fee from the assignor of $3,5004,000; and (vii) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to any Borrower described in Section 108(e)(4) of the Code. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 12.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 12.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the 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 a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the assigneeother Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, if 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; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; and (H) such assignee represents and warrants that it does not bear a relationship to any Borrower described in Section 108(e)(4) of the Code (provided that such representation shall not be a Lender, shall deliver to required where the Administrative Agent an Administrative Questionnairehas been made aware of such relationship existing between the assignee and the Borrower and has given its consent to such assignment pursuant to Section 12.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 12.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 2,500,000 and shall be in integral multiples of $500,000 in excess thereof unless each of Borrower and the Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuingconsents; (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans and Reimbursement Obligations are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) 3,500 payable by the assigneeassigning Lender, and the Eligible Assignee, if it shall is not be already a Lender, shall deliver to the Administrative Agent such reasonable information as may be requested by the Administrative Agent; and (e) such Eligible Assignee shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrowing Administrators and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Sections 5.2.2 and 5.2.3. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Administrative QuestionnaireAssignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) Sections 5.2.2, 5.6, 5.7, and 5.9, with respect to facts and circumstances occurring prior to the effective date of such assignment, and (ii) Section 16.3, notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 15.4.

Assignments. Notwithstanding anything else herein (a) (i) Prior to the contrary (but subject to Section 7.12.2)Availability Period End Date, any each Lender may assign to one or more Persons Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentnotice to the Administrative Agent and, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuing, any other assigneeprior 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, furtherhowever, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an clause (ii) above that if such assignment is to a Lender or Lender, an Affiliate of a Lender or an assignment Approved Assignee, no consent of the entire remaining amount of the assigning Lender’s Commitment or LoansBorrower 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 Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be in an integral multiple of, and not be less than One Million Dollars ($5,000,000 unless each 1,000,000) (or, if less, the entire remaining amount of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 AgreementCommitment or Loans), except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cy) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, together with manually execute and deliver to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500; and ) (Dwhich fee may be waived or reduced in the sole discretion of the 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. 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 benefits of Sections 2.4(d), 2.6, 5.9, 5.10 and 10.4, as well as to any Undrawn Fees accrued for its account and not yet paid). (b) By executing and delivering an Assignment and Acceptance, 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 Lien or adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in subclause (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 Agreement or the other Financing Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any other Loan Party or the performance or observance by the Borrower or any other Person of any of its obligations under this Agreement, any other Financing Document or any other instrument or document furnished pursuant hereto, or thereto, or in connection therewith; (iii) such assignee represents and warrants that it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement and the other Financing Documents, together with copies of the most recent financial statements delivered pursuant to Section 5.3 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative QuestionnaireAgent, the Collateral Agent, such assigning Lender or any other Secured Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, 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 Agreement are required to be performed by it as a Lender; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in Columbia, Maryland, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment thereof, and principal amount 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 absent manifest error and the Borrower, each Lender and the Agents may 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 the Borrower, the Collateral Agent and any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the processing and recordation fee referred to in Section 9.15(a), if applicable, and the written consent, if required, of the Borrower, to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this clause (d). (e) At the assigning Lender’s option, the Borrower shall execute and deliver to such new lender a new Note in the form attached hereto as Exhibit A, in a principal amount equal to the Loans being assigned, and the Borrower shall execute and exchange with the assigning Lender a replacement note for any Note in an amount equal to amount of the Loans retained by the Lender, if any. (f) Any Lender may, in connection with any assignment or proposed assignment pursuant to this Section 9.15, disclose to the assignee or proposed assignee any information relating to the Loan Parties or their respective Affiliates furnished to such Lender by or on behalf of the Loan Parties; provided, that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or proposed assignee shall execute an agreement whereby such assignee shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 10.17.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower▇▇▇▇▇▇▇▇, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to Borrower may not assign or transfer any of its rights or obligations under any Credit Document without the contrary (but subject to Section 7.12.2), any prior written consent of Lender. Lender may at any time (i) without the consent of Borrower assign to one or more Persons all Affiliates all, or a portion proportionate part of all, of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentother Credit Documents, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment assign to a Lender; any other Person (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment foregoing, an “Assignee”) all, or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s all, of its rights and obligations under this AgreementAgreement and the other Credit Documents, except provided, however, that this clause (B) so long as no Event of Default exists that has not been waived by Lender in writing, any such assignment shall be made only with Borrower’s prior written consent, which consent shall not apply be unreasonably withheld with respect to any such assignment following the Funding Termination Date. In each case, such Assignee shall assume such rights and obligations, pursuant to an assignment and assumption agreement executed by such Assignee and Lender; provided, however, that, absent the existence of an Event of Default that has not been waived in writing by Lender, any Assignee of Lender shall be required to have at the time of assignment a Swingline Lender’s creditworthiness not less than the creditworthiness of Lender at such time and such Assignee shall be able to perform the obligations of Lender hereunder. Upon execution and delivery of such instrument, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender as set forth in respect such instrument of Swingline Loans; (C) assumption, and 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 parties consummation of any assignment pursuant to each assignment this Subsection 8.05(b), Lender and Borrower shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assigneemake appropriate arrangements so that, if it required, a new Note is issued to the Assignee. Nothing herein is intended or shall not be construed to prohibit, condition, impair or otherwise restrict the ability to Lender to pledge, hypothecate or grant a Lender, shall deliver to Administrative Agent an Administrative Questionnairesecurity interest in any or all of its rights and interests arising under or in connection with this Agreement or any Credit Document.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), i) Any Bank may at any Lender may time assign to one or more Persons banks or other entities (“Purchasers”) all or a portion any part of its rights and obligations under this the Loan Papers. The parties to such assignment shall execute and deliver an Assignment and Acceptance 68 Agreement (including all or a portion of its Commitment and the Loans at the time owing to itherein so called) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower which shall be required for an substantially in the form of Exhibit G or in such other form as may be agreed to by the parties thereto. Each such assignment with respect to a Lender, an Affiliate of Purchaser which is not a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender Bank or an Affiliate of a Lender Bank or an assignment of Approved Fund shall either be in an amount equal to the entire remaining amount of the assigning Lender’s applicable Commitment or Loans, the amount of the Commitment or and Loans of the assigning Lender subject to each such assignment Bank or (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Effective Date,” if the “Effective Date” is specified in the Assignment and Acceptance Agreement. (ii) The consent of Borrower shall be required prior to an assignment becoming effective unless Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund, provided that the consent of Borrower shall not be required if an Event of a Default has occurred and is continuing; (B) each partial assignment . The consent of Administrative Agent shall be made as required prior to an assignment becoming effective unless the Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund. The consent of Letter of Credit Issuer shall be required prior to an assignment of a proportionate part Commitment becoming effective unless Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund. Any consent required under this Section 15.10(c)(ii) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to Administrative Agent of an Assignment and Acceptance Agreement, together with any consents required by Section 15.10(c)(i) and (ii), and (B) payment of a $3,500 fee to Administrative Agent for processing such assignment (unless such fee is waived by Administrative Agent), such assignment shall become effective on the effective date specified in such Assignment and Acceptance Agreement. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Bank party to this Agreement and any other Loan Paper executed by or on behalf of Banks and shall have all the rights and obligations of a Bank under the Loan Papers, to the same extent as if it were an original party thereto, and the transferor Bank shall be released with respect to the Commitment and Loans assigned to such Purchaser without any further consent or action by Borrower, Banks or Administrative Agent. In the case of an assignment covering all of the assigning LenderBank’s rights and obligations under this Agreement, except such Bank shall cease to be a Bank hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Papers which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this clause (BSection 15.10(c) shall not apply to be treated for purposes of this Agreement as a Swingline Lender’s sale by such Bank of a participation in such rights and obligations in respect accordance with Section 15.10(b). Upon the consummation of Swingline Loans;any assignment to a Purchaser pursuant to this Section 15.10(c), the transferor Bank, Administrative Agent and Borrower shall make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. In addition, within a reasonable period of time after the effective date of any assignment to a Purchaser pursuant to this Section 15.10(c), Administrative Agent shall, 69 and is hereby authorized and directed to, revise Schedule 2.1 to reflect such assignment and shall distribute such revised Schedule 2.1 to each of the Banks and Borrower, whereupon such revised Schedule 2.1 shall replace the old Schedule 2.1 and become a part of this Agreement. (Civ) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in Chicago, Illinois or Dallas, Texas a copy of each Assignment and Acceptance Agreement delivered to it and a register for the parties recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to each assignment the terms hereof from time to time (the “Register”). The entries in the Register shall execute be conclusive, and deliver to Borrower, Administrative Agent an Assignment and AssumptionBanks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, together with a processing notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and recordation fee of $3,500; and (D) the assigneeany Bank, if it shall not be a Lender, shall deliver at any reasonable time and from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), Any Bank may at any Lender may time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Revolving Credit Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderBank’s Commitment and the Revolving Credit Loans at the time owing to it or Loansof an assignment to a Bank or a Bank Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Revolving Credit Loan of the assigning Lender Bank subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to Administrative the Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative the Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this AgreementCredit Agreement with respect to the Revolving Credit Loan or the Commitment assigned, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans and Reimbursement Obligations are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Agent unless the Person that is the proposed assignee is itself a Bank with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (d) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a LenderBank, shall deliver to Administrative the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Agent pursuant to §15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Bank under this Credit Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Bank’s rights and obligations under this Credit Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of (i) §§5.3.2, 5.7, 5.8, and 5.10 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §16.3 notwithstanding such assignment. Any assignment or transfer by a Bank of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with §15.4.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (ia) Borrower▇▇▇▇▇▇▇▇, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof;; and (iib) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Bii) 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, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Ciii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (Div) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: ); provided that (i) Borrower, provided that no consent except in the case of Borrower shall be required for an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except or in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of Approved Fund with respect to a Lender, the entire remaining aggregate amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Revolving Committed Amount (which for this purpose includes Loans of the assigning Lender outstanding thereunder) subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; , the Borrower otherwise consents (Beach 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 's rights and obligations under this Agreement, except Credit 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 this clause is the proposed assignee is itself a Lender or an Affiliate of a Lender (B) shall whether or not apply to a Swingline Lender’s rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations in respect of Swingline Loans; (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and . Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (Dc) of this Section, from and after the assigneeeffective date specified in each Assignment and Assumption, if it the Eligible Assignee thereunder shall not be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this 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 party hereto but shall continue to be entitled to the benefits of Sections 3.9, 3.13, 3.14 and 11.5 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 applicable Note(s) to Administrative Agent an Administrative Questionnairethe assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may assign to one or more Persons banks or other entities all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment, the Advances owing to it and any Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement and shall involve a ratable assignment of such Lender’s Commitment and the Loans at the time owing such Lender’s Advances, (ii) each such assignment shall be subject to it) with the prior Borrower’s written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: delayed (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if unless an Event of Default has occurred and is continuingthen exists or an event under Section 8.01(a) or (f), any other assignee; provided, further, that in which event the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; such approval right), (iii) the parties to each LC Issuing Bank; and such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (iv) each Swingline Lender. Assignments the consent of Initial Lenders shall be subject required, which consent shall not be unreasonably withheld or delayed, (v) no such assignments shall be made to the following Borrower or its Affiliates or any of their respective subsidiaries or any natural Person and (vi) the relevant assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such additional conditions: lender by the Administrative Agent and (2) any tax documentation required under Section 2.11. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance (A) except the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to Acceptance covering all or the remaining portion of such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents, including to any Federal Reserve Bank or other central bank, and this clause (B) Section shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireany such assignment.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons 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 Loans at the time owing to it) with the prior written consentNotes; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: (i) Borrowerunless otherwise waived by Administrative Agent, provided that no consent of Borrower any partial assignment shall be required for in an amount at least equal to $15,000,000 or an integral multiple of $1,000,000 in excess thereof such that, after giving effect to such assignment, the Assignee shall have an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $15,000,000, (ii) each such assignment to a Lendershall be effected by means of an Assignment and Assumption Agreement, (iii) if the Eligible Assignee is an Existing Lender or an Affiliate of a the assigning Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no the consent of Administrative Agent shall not be required for an assignment to a Lender; (iii) each LC Issuing Bank; and required, (iv) each Swingline Lender. Assignments no such assignments shall be subject permitted without the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and (v) except as set forth in Section 18.26 below, no Borrower Party shall be liable or responsible for any costs or expenses incurred by the Administrative Agent, any Lender, any Assignee, or any Affiliate of any of the foregoing in connection with any transaction contemplated pursuant to this Section 18.15. Upon execution and delivery of such instrument, payment by such Assignee to such transferor Lender of an amount equal to the following additional conditions: (A) except in the case purchase price agreed between such transferor Lender and such Assignee and receipt of an assignment any consent required hereunder, such Assignee shall be deemed to be a Lender or an Affiliate party to this Agreement and shall have all the rights and obligations of a Lender with an Individual Loan Commitment 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 Section 18.15 and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and Borrower shall make appropriate arrangements so new substitute Notes are issued to the Assignee and such transferor Lender by Borrower, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, in the amount of $3,500.00 for the Commitment account of Administrative Agent. Notwithstanding anything herein to the contrary, no Lender may assign or Loans participate any interest in any Loan held by it hereunder to Borrower, any other Borrower Party or any of the assigning Lender subject to their respective affiliates. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (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 absent manifest error, and Borrower, the Administrative Agent) Agent and the Lenders shall not 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. The Register shall be less than $5,000,000 unless each of available for inspection by Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a any Lender, shall deliver at any reasonable time and from time to Administrative Agent an Administrative Questionnairetime upon reasonable prior notice.

Assignments. Notwithstanding anything else herein Each Bank may, at its own expense, from time to the contrary (but subject to Section 7.12.2)time, any Lender may assign to one or more Persons all or a portion other financial institutions part of its rights and obligations under this Agreement (including all without limitation the Indebtedness evidenced by the Notes then owned by such assigning Bank, together with an equivalent proportion of its obligation to make loans and advances) pursuant to written agreements executed by such assigning Bank, such assignee lender or a lenders, the Company and the Agent, which agreements shall specify in each instance the portion of its Commitment the Indebtedness evidenced by the Notes which is to be assigned to each such assignee lender and the Loans at portion of the time owing Commitments of the assigning Bank to it) with be assumed by it (the prior written consent"Assignment Agreements"); provided, such consenthowever, that unless the Agent, the Company, the assignor Bank and the assignee lender, in each casewriting, not agree to be unreasonably withheld or delayedthe contrary, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining aggregate amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans Exposure of the assigning Lender subject Bank being assigned to such assignee lender pursuant to each such assignment (determined as of the effective date of the relevant Assignment and Assumption with respect to such assignment is delivered to Administrative AgentAgreement) shall not in no event be less than the lesser of $5,000,000 unless each of Borrower and Administrative Agent otherwise consentor the assignor Bank's unused Revolving Credit Commitment; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (Cii) the parties to each such assignment shall execute and deliver to Administrative Agent the Agent, for its acceptance and recording in the Register pursuant to Section 11.20 hereof, an Assignment and AssumptionAgreement, together with any Notes subject to such assignment, (iii) the Agent and (except for an assignment made during the continuance of any Event of Default) the Company must each consent, which consents shall not be unreasonably withheld, to each such assignment to (provided no such consent is required for any assignment to any Affiliate of the assigning Bank), and (iv) except in connection with any assignment by a Bank to any of its Affiliates, the assignee lender must pay to the Agent a processing and recordation fee of $3,500; and 4,000 and any out-of-pocket attorneys' fees incurred by the Agent in connection with such Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Bank thereunder, the assignee lender thereunder, the Company and the Agent, satisfaction of all of the conditions set forth above and payment to such assigning Bank by such assignee lender of the purchase price for the portion of the Exposure being acquired by it, (Di) such assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with an Exposure in the amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) such assigning Bank shall have no further liability for funding the portion of any of its Commitments assumed by such other Bank, and (iii) the assigneeaddress for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement executed by it, if it the Company shall execute and deliver new Notes to the assignee Bank in the amount of its applicable Commitment or Loan and new Notes to the assigning Bank in the amounts of its applicable Commitment or Loan after giving effect to the reduction occasioned by such assignment, such new Notes to constitute "Notes" for all purposes of this Agreement. Notwithstanding the foregoing, in no event may any assignment be made pursuant to this Section 11.17(a) to any entity which is not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairefinancial institution without the express prior written consent of the Company.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent); provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing; , the Borrowers otherwise consent (Beach 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 AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause non-pro rata assignments of or among any of the Commitments, the Loans, and Reimbursement Obligations are not permitted; (Bc) shall any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not apply to a Swingline Lender’s rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations in respect of Swingline Loans; (Cd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) 3,500 and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of §§5.2.2, 5.6, 5.7, 5.9 and 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §15.4.

Assignments. Notwithstanding anything else herein (a) All or any of the right, title or interest and obligations of any Lender in and to any Note or other Operative Document and the rights, benefits, advantages and obligations of any Lender hereunder, including the rights to receive payment of rental or any other payment hereunder, and the rights, titles and interests in and to the contrary (but subject Equipment may be assigned or transferred by such Lender to Section 7.12.2), an Eligible Assignee at any Lender may assign to one or more Persons all or a portion time by transfer of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Note representing such interest in accordance with the prior written consentprovisions of this Article VIII; provided, such consenthowever, in each case, not to be unreasonably withheld or delayed, of: that (i) Borrower, provided that no consent of Borrower such assignment shall be required for evidenced by an assignment to a LenderAssignment and Acceptance in substantially the form attached hereto as Exhibit A-1 or A-2, as applicable (each, an Affiliate of a Lender“Assignment and Acceptance”), an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to an Affiliate or a Related Fund of the assigning Lender, to another Lender or an Affiliate of a Lender or an assignment of the entire remaining amount interest of the assigning Lender’s Commitment or Loans, the amount assignment shall not assign a portion of the applicable Commitment which is less than $1,000,000, (iii) the effective date of any such assignment shall be as specified in the Assignment and Acceptance, but not earlier than the date which is five (5) Business Days after the date Trustee and Collateral Agent have received the Assignment and Acceptance, and (iv) such assignment shall comply with all applicable securities laws. Upon the effective date of such Assignment and Acceptance, the Eligible Assignee named therein shall be a Lender for all purposes of this Agreement and the other Operative Documents, with the interest (in the amount) therein set forth and, to the extent of such interest, the assigning Lender shall be released from its further obligations under this Agreement and the other Operative Documents. Trustee agrees that it shall execute and deliver (against delivery by the assigning Lender to Trustee of its Note) to such assignee Lender, a Note evidencing that assignee Lender’s interest, and to the assigning Lender, a Note evidencing the remaining interest retained by the assigning Lender. (b) By executing and delivering an Assignment and Acceptance, the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the representations and warranties made pursuant to clause (vii) below, the assigning Lender has made no representation or Loans warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Operative Document; (ii) the assigning Lender has made no representation or warranty and assumes no responsibility with respect to the financial condition of any Lease Obligor for the performance by any Lease Obligor of the Obligations; (iii) it has received a copy of this Agreement and the other Operative Documents, together with copies of the most recent financial statements pursuant to Sections 6.1(p) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) it will, independently and without reliance upon any other Creditor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Operative Documents; (v) it appoints and authorizes Trustee and Collateral Agent, on behalf of the Lenders, to take such action and exercise such powers under this Agreement and the other Operative Documents as are delegated to Trustee and Collateral Agent, respectively, by this Agreement and the other Operative Documents; (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Operative Documents are required to be performed by it as a Lender; (vii) it represents to the other Creditors (A) as set forth in Section 5.2 with respect to such Lender and (B) that, and also covenants to such Persons that, it will not transfer its applicable Instrument(s) unless the proposed transferee makes the foregoing representations and covenants. (c) The Trustee shall maintain a copy of each Assignment and Acceptance delivered to it. After receipt of a completed Assignment and Acceptance executed by any Lender and Eligible Assignee, and receipt of an assignment fee of $1,000 from such Eligible Assignee (provided that such fee shall be waived if such Eligible Assignee is an Affiliate or a Related Fund of the assigning Lender subject or an existing Lender), Trustee shall, promptly following the effective date thereof, provide to each such assignment Lessees and the Lenders a revised Schedule III giving effect thereto. (determined as d) If any Eligible Assignee is not incorporated under the laws of the date United States or any state thereof, such assignee shall deliver to Agent Lessee, Collateral Agent and Trustee within twenty (20) days after the Closing Date (or after accepting an Assignment and Assumption Acceptance) a properly completed and executed Internal Revenue Service Form W-8 or other applicable form, certificate or document prescribed by the Internal Revenue Service of the United States, in any such case, reasonably satisfactory to Agent Lessee and Trustee, certifying that no withholding under the federal income tax laws is required with respect to such assignment Eligible Assignee. Thereafter and from time to time, each such Eligible Assignee shall (a) promptly submit to Agent Lessee (with a copy to Trustee), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is delivered reasonably satisfactory to Administrative AgentAgent Lessee and Trustee of any available exemption from, United States withholding taxes in respect of all payments to be made to such Eligible Assignee by Lessees pursuant to this Agreement and the other Operative Documents and (b) take such steps as shall not be less than $5,000,000 unless each materially disadvantageous to it, in the reasonable judgment of Borrower such Eligible Assignee, and Administrative Agent otherwise consent; provided as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable laws that Lessees make any deduction or withholding for taxes from amounts payable to such Eligible Assignee. (e) Notwithstanding anything in this Section 8.1 to the contrary, any Lender may at any time pledge its Instrument(s) or any other instrument evidencing its rights as a Lender under this Agreement and the other Operative Documents to a Federal Reserve Bank, but no such consent of Borrower pledge shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment release that Lender from its obligations hereunder or grant to such Federal Reserve Bank the rights of a proportionate part Lender hereunder absent foreclosure of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairesuch pledge.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.27.13.2), any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent of (i) Borrower (such consent, in each case, consent not to be unreasonably withheld or delayed, of: (i) Borrowerwithheld), provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; assignee and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign or grant a security interest to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case Case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or Loansan assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that 100,000 unless, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing;, the Borrower otherwise consents (such consent not to be unreasonably withheld or delayed); and (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except that this clause (B) shall not apply Credit Agreement with respect to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500Loan or the Commitment assigned; and (Dc) no grant of a security interest shall release the assigneeLender from any of its obligations hereunder, if it provide any voting rights hereunder to the secured party thereof, substitute any such secured party for such Lender as a party hereto or affect any rights or obligations of the Borrower hereunder. The Eligible Assignee thereafter shall not be a Lenderparty to this Credit Agreement and, to the extent of the interest assigned have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned, be released from its obligations under this Credit Agreement but shall deliver continue to Administrative Agent an Administrative Questionnairebe entitled to the benefits of (i) Section 6.1.2 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 16.3 notwithstanding such assignment.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Lender may not assign to one or more Persons all or a any portion of its rights Lender's Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with Commitments, unless it has obtained the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) consent of Borrower, ; provided that no Borrower’s consent of Borrower shall not be required for an assignment to if the assignee is a Lenderwholly owned subsidiary of ECMC Group, an Affiliate of a Lender, an Approved Fund or, Inc. or if an Event of Default has then occurred and is continuingcontinuing (in each case, other than any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline LenderCompetitor). Assignments shall be subject Prior to the following additional conditions: (A) except in the case effectiveness of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loansany such assignment, the amount of Lender and the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment assignee shall execute and deliver a customary assignment and assumption agreement in form and substance reasonably acceptable to Administrative Agent the Lender, such assignee and the Borrower. Any assignee shall comply with the provisions of Section 3.1 and shall, on or prior to the effectiveness of such assignment and assumption agreement, deliver the applicable certificates described in Section 3.1. Any attempted assignment not made in accordance with this Section 9.8 shall be null and void. No assignment may be made to any Person if at the time of such assignment (i) such Person is a Competitor of any Loan Party or (ii) Borrower would be obligated to pay any greater amount under Section 3 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 greater amount). Lender may sell non-voting participations to any party to which it may make an Assignment and Assumptionassignment hereunder, together with subject to such participants being restricted from selling any future participations thereunder, except to the extent that such future participant would otherwise qualify as a processing and recordation fee of $3,500; andparty to which an assignment could otherwise be made hereunder. (Db) Borrower shall maintain at one of its offices in the assignee, if it shall not be United States a copy of each assignment and assumption agreement executed pursuant to Section 9.8(a) and a register for the recordation of the names and addresses of each Lender, and the Commitments of, and principal and interest amounts of the Loans owing to, such Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall deliver be conclusive absent manifest error, and Borrower and Lender may treat each Person whose name is recorded therein pursuant to Administrative Agent an Administrative Questionnairethe terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice to Borrower. This Section 9.8(b) shall be construed so that the Loans and Commitments are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881I(2) of the IRC.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an assignment to by a Lender, an Affiliate : (1) to one of a Lender, an Approved Fund or, its own Affiliates; (2) if an any Event of Default has occurred and is continuing, to any other Lender; or (3) if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing, to any assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to and (B) the Administrative Agent within five Banking Days after having received notice thereof;Agent. (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing; (B) each partial assignment shall s hall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 8.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 8.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof CREDIT AGREEMENT, Page 44 as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 8.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

Assignments. Notwithstanding anything else herein (a) Each Lender shall have the right at any time to assign, with the contrary consent of the Administrative Agent and the Borrower (but subject to Section 7.12.2which consent will not unreasonably be withheld), to any Lender may assign to one or more Persons Eligible Assignee, all or a portion any part of its such Lender's rights and obligations under this Agreement (and the Related Documents including all or a portion its rights in respect of its Commitment Loan and its Note. Any such assignment shall be pursuant to an assignment agreement, substantially in the form of Exhibit G (an "Assignment Agreement"), duly executed by such Lender and the Loans Eligible Assignee, and acknowledged by the Administrative Agent. Although its failure to do so will not affect any of the rights or obligations provided for therein or herein, the Borrower agrees, if it has consented to an assignment hereunder, to duly acknowledge any Assignment Agreement executed by any assigning Lender promptly after its receipt of the same. (b) Each assignment may be made on a pro rata or non-pro rata basis, at the time owing option of the assigning Lender, with respect to itall rights and obligations of the assigning Lender including the Loans and its Note. Each assignment shall be in an amount equal to or in excess of $5,000,000 (except for assignments of the (c) with An assignment shall become effective hereunder when all of the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, offollowing shall have occurred: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it the Assignment Agreement shall have objected thereto been executed by written notice to Administrative Agent within five Banking Days after having received notice thereof;the parties thereto, (ii) Administrative Agent; provided that no consent of the Assignment Agreement shall have been acknowledged by the Administrative Agent and consented to by the Borrower (which consent shall not be required for an assignment to a Lender;unreasonably withheld), (iii) each LC Issuing Bankthe assigning Lender shall pay a processing fee of $3,000 to the Administrative Agent for its own account; provided that the Eligible Assignee shall be solely responsible for such processing fee with respect to any assignment pursuant to Section 5.9, and (iv) each Swingline Lenderthe assigning Lender and the Administrative Agent shall have agreed upon a date upon which such assignment shall become effective. Assignments Upon such assignment becoming effective, the Administrative Agent shall be subject forward all payments of interest, principal, fees and other amounts that would have been made to the following additional conditions: (A) except assigning Lender, in proportion to the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount percentage of the assigning Lender’s Commitment or Loans's rights transferred, to the amount Eligible Assignee. (d) Upon the effectiveness of the Commitment or Loans of any assignment, the assigning Lender subject shall be relieved from its obligations hereunder to each such assignment (determined as the extent of the date obligations so assigned (except to the Assignment and Assumption with respect extent, if any, that the Borrower, any other Lender or the Administrative Agent have rights against such assigning Lender as a result of any default by such Lender under this Agreement). Promptly following the effectiveness of each assignment, the Administrative Agent shall furnish to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and Administrative Agent otherwise consenteach Lender a revised Schedule 2.1, revised to reflect such assignment. Notwithstanding anything contained in this Agreement to the contrary, any Lender may at any time assign all or any portion of its rights under this Agreement and the Notes issued to it to a Federal Reserve Bank; provided provided, that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment release a Lender from any of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairehereunder.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Revolving Credit Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of:); provided that (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Revolving Credit Loans at the time owing to it or, in the case of an assignment to a Lender or Loansa Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Revolving Credit Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Revolving Credit Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except Credit Agreement with respect to the Revolving Credit Loan or the Commitment assigned; (c) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that this clause is the proposed assignee is itself a Lender with a Commitment (B) shall whether or not apply to a Swingline Lender’s rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations in respect of Swingline Loans; (Cd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to (S)15.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of (S)(S)5.1.2, 5.6, 5.7, 5.9 and 16.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with (S)15.4.

Assignments. Notwithstanding anything else herein to (a) Each Lender shall have the contrary right at any time, with the prior consent of the Administrative Agent and, so long as no Event of Default then exists, RCE, on behalf of the Borrowers (but subject to Section 7.12.2which consent of RCE, on behalf of the Borrowers shall not be unreasonably withheld), any Lender may assign to one sell, assign, transfer or more Persons negotiate all or a portion any part of its rights and obligations under this Agreement the Loan Documents (including all or a portion including, without limitation, the indebtedness evidenced by the Note then held by such assigning Lender, together with an equivalent percentage of its Commitment obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consentassignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in each case, not order to be unreasonably withheld or delayed, of: make any such assignment (i) Borrowerunless the assigning Lender is assigning all of its Commitments, provided that no consent outstanding Loans and interests in Letters of Borrower Credit Obligations, the assigning Lender shall be required for an assignment to a Lenderretain at least $5,000,000 of its unused Commitment, an Affiliate outstanding Loans and interests in Letters of a LenderCredit, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent the assignee Lender shall have a Commitment, outstanding Loans and interests in Letters of Administrative Agent shall be required for an assignment to a Lender; Credit of at least $5,000,000, (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments such assignment shall be subject evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the following additional conditions: (AAdministrative Agent) except in the case of an assignment to a executed by such assigning Lender, such assignee Lender or an Affiliate of a Lender or an assignment Lenders, the Administrative Agent and, if required as provided above, RCE, on behalf of the entire remaining amount Borrowers, which agreement shall specify in each instance the portion of the assigning Lender’s Commitment or Loans, Obligations which are to be assigned to the amount assignee Lender and the portion of the Commitment or Loans Commitments of the assigning Lender subject to each be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a Lender for all purposes hereunder to the extent of the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, the Borrowers shall execute and deliver replacement Notes to the assignee Lender and the assigning Lender in the respective amounts of their Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (determined as such Notes to constitute "Notes" for all purposes of the date Loan Documents), and the Assignment assignee Lender shall thereafter surrender to RCE, on behalf of the Borrowers, its old Notes. The Borrowers authorize each Lender to disclose to any purchaser or prospective purchaser of an interest in the Loans and Assumption with respect interest in Letters of Credit owed to it or its Commitment under this Section any financial or other information pertaining to any Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such assignment is delivered Lender, including any such pledge or grant to Administrative Agent) a Federal Reserve Bank, and this Section shall not be less than $5,000,000 unless each apply to any such pledge or grant of Borrower and Administrative Agent otherwise consenta security interest; provided that no such consent pledge or grant of Borrower a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party for such Lender as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be required if an Event at all times subject to the terms of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender Bank may assign to one or more Persons assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans Revolving Exposure at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, withheld) of: (iA) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a LenderBank, an Affiliate of a LenderBank, an Approved Fund or, if an Event of a Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (iiB) Administrative the Agent; , provided that no consent of Administrative the Agent shall be required for an assignment to an assignee that is a Lender; (iii) each LC Issuing Bank; and (ivC) each Swingline Lender. the Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender Bank or an Affiliate of a Lender Bank or an assignment of the entire remaining amount of the assigning LenderBank’s Revolving Commitment or Loans, the amount of the Revolving Commitment or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative the Agent) shall not be less than Five Million Dollars ($5,000,000 5,000,000), unless each of the Borrower and Administrative the Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of a Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative the Agent an Assignment and Assumption, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500); and (D) the assignee, if it shall not be a LenderBank, shall deliver to Administrative the Agent an Administrative QuestionnaireQuestionnaire in a form approved by the Agent.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 10,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementCredit Agreement with respect to the Loan or the Commitment assigned, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Loans, Reimbursement Obligations and the Term Loan are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Bank (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee); and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §18.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of (i) §§5.2.2, 5.7, 5.8, and 5.10 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) §16 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with §18.4.

Assignments. Notwithstanding anything else herein 16.1 This Agreement shall extend to and be binding upon the parties hereto, their successors, and assigns. Subject to the contrary (but subject to Section 7.12.2)provisions below, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at rights, duties or obligations of the time owing to it) with parties hereunder may be assigned or conveyed in whole; provided, however, that except as set forth in the following sentence, neither Party shall assign or transfer this Agreement and any rights, duties or obligations hereunder, without the prior written consentconsent of the other Party, such consent, in each case, which consent shall not to be unreasonably withheld withheld. Either Party may make such an assignment or delayed, of: transfer to an Affiliate without seeking the prior written consent of the other Party. A reasonable basis for withholding consent may include (i) Borrowerthe financial condition of the assignee raising reasonable concern relating to its ability to perform under this Agreement, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; or (ii) Administrative Agent; provided concerns regarding the administration of this Agreement among multiple assignees of ▇▇▇ unless the assignees appoint an agent to represent them in connection with this Agreement in a manner reasonably satisfactory to the other Party. All assignments and conveyances of either the ▇▇▇▇▇ and leaseholds that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments are covered by this Agreement or the Facilities shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that including the foregoing provisions of this clause (B) Article 16. No assignment shall not apply relieve the assignor of any of its duties or liabilities hereunder which arose prior to a Swingline Lender’s rights such assignment, but the assignee shall assume all duties and obligations of the assignor arising from and after such assignment and the assignor shall be relieved of such duties and obligations arising from and after such assignment. No transfer of, or succession to, the interest of any Party hereto, either in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lenderwhole or partially, shall deliver to Administrative Agent an Administrative Questionnaireaffect or bind the other Party until the first day of the month following the month in which the other Party shall have received written notification thereof.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any a) Any Lender may at any time assign to one or more Persons (any such Person, an "Assignee") all or a any portion of its rights such Lender's Loans and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) Commitments, with the prior written consentconsent of Agent and, such consentso long as no Event of Default exists, in each case, Borrower Representative (which consents shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orshall not be subject to the foregoing minimum ​ ​ assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Replacement Term Loan Debt of a Loan Party (other than as a result of exercising the purchase option under Section 3 of the Intercreditor Agreement), any holder of any debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent's sole discretion and, in any event, if an Event granted, may be conditioned on such terms and conditions as Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Default has occurred Loans and is continuing, any Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person's and/or its Affiliates' voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other assignee; provided, further, that Lenders. Any attempted assignment not made in accordance with this Section 15.10 shall be null and void. Each Borrower shall be deemed to have consented granted its consent to an any assignment requiring its consent hereunder unless it Borrower Representative has expressly objected to such assignment within five (5) Business Days after notice thereof. (b) From and after the date on which the conditions described in Section 15.10(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; the rights and obligations of a Lender hereunder and (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, to the amount extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Commitment or Loans of the assigning Lender subject to each such assignment Assignee (determined and, as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all applicable, the assigning Lender’s rights ) pursuant to an effective Assignment and obligations under this AgreementAssumption, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment Borrowers shall execute and deliver to Administrative Agent an for delivery to the Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee's Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Commitment retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and AssumptionAssumption delivered and accepted by it and register (the "Register") for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a Lender's interest in the Register shall be conclusive, together with a processing and recordation fee absent manifest error, as to the ownership of $3,500; and (D) the assignee, if it interests in the Loans. Agent shall not incur any liability of any kind with respect to any Lender with respect to the maintenance of the Register. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in "registered form" for the purposes of the Code. This Section and Section 19.1.2 shall be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireconstrued so that the Loans are at all times maintained in "registered form" for the purpose of the Code and any related regulations (and any successor provisions).

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), A Bank may at any Lender may time assign to one or more Persons all or a portion of its rights and obligations under this Agreement Eligible Assignees (including all or a portion of its Commitment and the Loans at the time owing to iteach an "Assignee") with the prior written consentconsent of Borrower (other than during the existence of an Event of Default) and of Administrative Agent (at all times), such consent, in each case, which consent shall not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no written consent of Borrower shall be required for an assignment to a Lender, Eligible Assignee that is an Affiliate of such assignor Bank) all or part of its Pro Rata Share of the Line of Credit and the other rights and obligations of such assignor Bank hereunder with respect to the Committed Loans and the Line of Credit (excluding, however, its interest in any outstanding Bid Loans), in a Lenderminimum amount (with respect to such Bank's Commitment) of $5,000,000; provided, however, that no such assignment (other than an Approved Fund orassignment of the assignor Bank's entire remaining Commitment) shall be permitted if the effect thereof is to cause the remaining Commitment of the assignor Bank to be less than $15,000,000, if and no assignment may be made of any outstanding Committed Loan except in connection with an assignment of a corresponding proportional share of the assignor Bank's Commitment, and provided further that so long as no Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower no such assignment shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to permitted for BofA so long as BofA remains the Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent if the effect of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) shall not cause the remaining Commitment of BofA to be less than $5,000,000 unless each of 20,000,000. However, such assignment shall be conditioned on, and Borrower and Administrative Agent otherwise consentmay continue to deal solely and directly with such assignor Bank until, (i) written notice of such assignment, substantially in the form of the attached Exhibit F shall have been given to Borrower and Administrative Agent by such Bank and the Assignee; provided that no (ii) such consent of Borrower Bank and its Assignee shall be required if an Event of Default has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver have delivered to Administrative Agent and Borrower an Assignment and Assumption, Assumption Agreement substantially in the form of the attached Exhibit G ("Assignment and Assumption Agreement") (together with a processing any Note(s) subject to such assignment); and recordation fee of $3,500; and (Diii) the assignee, if it shall not Assignor has paid (or caused to be a Lender, shall deliver paid) to Administrative Agent an Administrative Questionnairea processing fee in the amount of $5,000.

Assignments. Notwithstanding anything else herein to the contrary (but subject to Section 7.12.2), any Any Lender may at any time assign to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of); provided that: (i) Borrower, provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (Aa) except in the case cases of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or Loansof an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitment or (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date on which the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 1,000,000 unless each of Borrower and the Administrative Agent otherwise consent; provided that and, so long as no such consent of Borrower shall be required if an Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this AgreementCredit Agreement with respect to all of the Loans or the Commitments owned by the assignor, except it being understood that this clause (B) shall non-pro rata assignments of or among any of the Commitments, the Revolving Credit Loans, the Acquisition Loans, the Reimbursement Obligations and the Term Loan are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment must be approved by the Administrative Agent (whether or not the proposed assignee is itself a Lender with a commitment or would otherwise qualify as an Eligible Assignee), which approval shall not be unreasonably withheld; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) , and the assigneeEligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 17.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations 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 party hereto) but shall continue to be entitled to the benefits of (i) Sections 7.3.2, 7.7, 7.8, and 7.10 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 18.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 17.4.

Assignments. Notwithstanding anything else herein (i) Subject to the contrary conditions set forth in paragraph (but subject to Section 7.12.2)b)(ii) below, any Lender may assign to one or more Persons assignees (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent, consent (such consent, in each case, consent not to be unreasonably withheld or delayed, ) of: (iA) the Borrower, provided that no consent of Borrower shall be required for an assignment to a Lenderthat, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided, further, that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five Banking ten Business Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of the Borrower shall be required for an assignment by a Lender: (1) except in the case of Tranche A Term Commitments, to one of its own Affiliates; (2) if any Event of Default has occurred and is continuing, to any other Lender; or (3) if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing, to any assignee; and (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment or Loans to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment or holding a Loan immediately prior to giving effect to such assignment; (iiiC) each LC Issuing Bank, in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure; and (ivD) each Swingline Lender. , in the case of any assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default under clauses (a), (e) or (f) of Article VI has occurred and is continuing; (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 Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and AssumptionAssumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.