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 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 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 Lender Any Bank 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 any of its Commitment and the Loans at the time Commitments, any Advances owing to it, and any Notes held by it) with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayedwithheld, of: of the Administrative Agent and the Borrower (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 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 thereof and provided, further that the Borrower shall have no such 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 right in the case of an assignment assignments to a Lender Bank or an any Affiliate of any Bank or if a Lender or an Default has occurred and is continuing); provided, however, that (i) each such assignment of an assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of such Bank’s rights and obligations under this Agreement in respect of such Commitment, (ii) the entire remaining amount of each such resulting Commitment, and applicable Advances of the assigning Lender’s Commitment or Loans, Bank (unless it is assigning all its Commitment) and the amount of the Commitment or Loans of the assigning Lender subject assignee Bank pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment is delivered to Administrative Agentassignment) shall not in no event be less than $5,000,000 10,000,000 for any applicable Commitment and shall be an integral multiple of $1,000,000 (unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that the Borrower shall have no such consent of Borrower shall be required right if an Event of a Default has occurred and is continuing; ), (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment, together with any Note or Notes subject to such assignment, and shall pay all legal and other expenses in respect of such assignment and (v) the assignor or the assignee shall pay to the Administrative Agent an assignment fee of $3,500 in connection with such assignment (which shall be waivable by the Administrative Agent in its sole discretion). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment, which effective date shall be at least three (3) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment, have the rights and obligations of a Bank hereunder and (B) each partial assignment shall such Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment, relinquish its rights and be made as released from its obligations to lend under this Agreement (and, in the case of an assignment Assignment covering all or the remaining portion of a proportionate part of all the assigning Lendersuch Bank’s rights and obligations under this Agreement, except that this clause (B) such Bank 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 Lender, shall deliver to Administrative Agent an Administrative Questionnaireparty hereto).

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 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 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 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 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 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 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 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 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 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 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 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 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 (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 (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 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 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 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 (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 (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 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 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 (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 (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 (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 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 7.12.2), 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 (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 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 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 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 (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 (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 (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 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 (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 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 As used in this Article IX, "assign" refers to both the assignment of benefits, rights and interests and to the contrary (but subject to Section 7.12.2)transfer of duties, any Lender may assign to one or more Persons all or a portion of its rights obligations and obligations under this Agreement (including all or a portion of its Commitment liabilities, and the Loans at the time owing to it) with the prior written consent"assignment", such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent of Borrower "assignee" and "assignor" shall be required for an assignment construed accordingly. Subject to a Lender, an Affiliate the provisions of a Lender, an Approved Fund or, if an Event Article 9.2 each 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 Parties hereto shall have objected thereto by written notice the right at any time 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 assign in the case of an assignment to a Lender whole or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loanspart its benefits, 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 duties and obligations under this Agreement, except provided, however that: (a) No Party may assign any right, title, interest, benefit, duty or obligation in or under the Licence or this Agreement separately, it being the intent hereof that any such assignment in or under the Licence must carry with it the equivalent right, title, interest, benefit, duty and obligation in and under this clause Agreement, and vice versa and so that, for the avoidance of doubt, any assignment of all or part of the Party's Percentage Interest shall include such Party's corresponding interest in any Sole Risk Project and (Bif applicable) shall not apply to a Swingline Lender’s rights Sub-Area, and obligations in respect of Swingline Loansvice versa; (Cb) Any assignee must be of technical and financial standing sufficient to perform the parties duties and obligations hereunder to the extent of the interest and property assigned; (c) Any assignment shall be subject to the terms and provisions of this Agreement and the assignee shall assume and agree to perform or pay the assignor's duties, obligations and liabilities hereunder to the extent of the interest assigned and whether such duties, obligations and liabilities are incurred prior to or after the effective date of such assignment; (d) No Party may assign its right, title, benefits, interests, duties or obligations or any part thereof without the prior written consent of each of the other Parties to such assignment and all terms and conditions pertinent thereto provided, however, that such consent will not be unreasonably withheld if the assignee is a company or corporation which on request can demonstrate that it has adequate technical and financial resources to meet its obligations hereunder including abandonment obligations and the provisions of any necessary security for the fulfilment of the obligations under the Licence in substitution (whether in whole or in part) for the security provided by the assignor and the other provisions and conditions hereunder have been satisfied and met and provided further that a Party who fails to notify the assigning Party that it is withholding its consent on the aforesaid grounds within thirty (30) days of the such other provisions and conditions having been satisfied and met shall be deemed to have given its consent; (e) No such assignment shall be binding on any of the non-assigning Parties hereto until the day on which the assignor furnishes to each of the non-assigning Parties a certified copy of the final assignment agreement(s) and any other documents inclusive of all terms and conditions pertinent to such assignment such documents to include a written instrument by the assignee (in form and content to the reasonable satisfaction of the Parties and duly executed by the assignee) undertaking, accepting and assuming all of the obligations of the assignor under the Licence and this Agreement in so far as the interest assigned is concerned; (f) No Party may assign any right, title, interest, benefit, duty, obligation or liability in or under the Licence or this Agreement without obtaining the written consent of the HA to such assignment in accordance with Article 88 of the Mineral Resources Act; (g) Any Party assigning all or part of its Percentage Interest shall remain liable to the other Parties for all obligations attaching to the Percentage Interest assigned which are incurred or accrued prior to the effective date of such assignment, and such obligations shall in addition become the obligations of the assignee; (h) All costs and expenses pertaining to any assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee be the responsibility of $3,500the assignor; and (Di) A Party may not include a clause in the assignee, assignment agreement to the effect that the agreement shall be terminated if it shall not be a Lender, shall deliver the preferred right and option to Administrative Agent an Administrative Questionnairepurchase according to Article 9.2 is exercised.

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) 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 without (i) satisfaction of the Global Rating Agency Condition with respect thereto and (ii) obtaining the consent of the Issuer and the consent of a Majority of the Controlling Class and a Majority of the Interests (voting separately). 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 contrary 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 if required by applicable law and otherwise in its discretion may obtain the consent of the Issuer or of the Independent Review Party, if any, on behalf of the Issuer, in a manner consistent with SEC Staff interpretations of Section 205(a)(2) of the Advisers Act, to any such transaction. For the avoidance of doubt, consent by the Issuer or by any Independent Review Party shall be presumed to be granted should the Issuer or such Independent Review Party fail to object within a reasonable period following appropriate notice by the Collateral Manager of an actual, potential or intended change of control transaction. (but subject to b) The Collateral Manager may without satisfaction of the Global Rating Agency Condition, without obtaining the consent of any Holder and, so long as such assignment 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 or of the Independent Review Party, if any, on behalf of the Issuer if such consent is not then required by applicable law, (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, if any, enter into) any consolidation or amalgamation with, or merger with or into, conversion, or transfer of all or a portion substantially all of its Commitment and the Loans assets to, another entity; provided that, at the time owing to it) with of such consolidation, amalgamation, merger, conversion or transfer the prior written consentresulting, such consent, in each case, not to be unreasonably withheld surviving or delayed, of: (i) Borrower, provided that no consent transferee entity assumes all the obligations 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 the Collateral Manager under this Agreement generally and the other entity has occurred and is continuing, any other assigneesubstantially the same investment personnel managing the Issuer’s Assets; provided, further, that Borrower such action does not cause the Issuer to be subject to tax in any jurisdiction; provided, further, that the Collateral Manager shall be deemed to have consented to an assignment unless it shall have objected thereto by written deliver prior notice to Administrative Agent within five Banking Days the Rating Agencies of any assignment or other action 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 Section 10, 12(g), 17, 21 through 23, and 25 in respect of acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after having received notice thereof;such assignment. (c) This Agreement shall not be assigned by the Issuer without (i) the prior written consent of (A) the Collateral Manager, (B) a Majority of the Interests and (C) a Majority of each Class of Notes (voting separately) and (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 entity shall be bound hereunder and by the terms of said assignment in the same manner as the Issuer is bound hereunder 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 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 (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 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 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 (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 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 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 (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 the contrary (but subject The Program Agreements are not assignable by Seller. 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 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 a Buyer 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 Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment 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 to either (i) an Affiliate of Administrative Agent or Buyers 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, Seller 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 or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Seller; provided, that, if such prospective or actual assignee is a residential mortgage originator, such sharing of information shall require Seller’s prior consent, not to be unreasonably withheld; 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 will cause such prospective or actual assignee 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 a non-disclosure agreement agreeing to keep such information delivered by Administrative Agent an Assignment and AssumptionBuyers to such prospective or actual assignee confidential, together with a processing subject to standard caveats and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaireexceptions.

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 Lenderthe Administrative Agent, an Affiliate of a Lender, an Approved Fund or, if the Syndication Agent and (unless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and 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 Fifteen Million Dollars ($5,000,000 15,000,000), unless each of Borrower the Administrative Agent, the Syndication Agent and Administrative Agent otherwise consent; provided that no such consent of Borrower shall be required if an (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 F, 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 to With the contrary prior written consent of the Agent and, for so long as no Default or Event of Default exists, the Companies (but subject to Section 7.12.2each of which consents shall not unreasonably be withheld), any Lender the Lenders may assign to one or more Persons all or a any portion of its their respective rights and obligations under this Financing Agreement (including all to commercial banks, commercial finance lenders or a portion of its Commitment and the Loans at the time owing to it) with the prior written consentother financial institutions, 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: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining principal amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject assigned to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) any institution shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; provided that no 5.0 million, (ii) 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 allocated ratably between such Lender’s Revolving Line of Credit Commitment and its Term Loan Commitment hereunder, and (iii) the selling or purchasing Lender shall pay to the Agent an assignment processing and recording fee of Three Thousand Five Hundred Dollars ($3,500) for the Agent’s own account. Each assignment of a proportionate part Commitment hereunder must be made pursuant to an Assignment and Transfer Agreement. From and after the effective date of an Assignment and Transfer Agreement, (i) the assignee thereunder shall become a party to this Financing Agreement and, to the extent that rights and obligations hereunder have been assigned to such assignee pursuant to such assignment, shall have all rights and obligations of a Lender hereunder, and (ii) the assigning Lender’s , to the extent that rights and obligations hereunder have been assigned by such Lender pursuant to such assignment, shall relinquish its rights and be released from its obligations under this Financing 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 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 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 '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 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 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 ss.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) ss.ss.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) ss.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 ss.18.4.

Assignments. Notwithstanding anything else herein to (i) Any Lender may, in the contrary (but subject to Section 7.12.2)ordinary course of its business and in accordance with applicable law, at any Lender may time assign to one or more Persons Permitted Assignees ("Purchasers") all ---------- or a portion of its rights and obligations under this Agreement (including all or a portion of including, without limitation, its Commitment and the Loans at the time owing to itit hereunder) in accordance with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent provisions of Borrower this Section 11.08(c). Each assignment ---------------- shall be required for an assignment to a Lender, an Affiliate of a Lenderconstant, an Approved Fund orand not a varying, if an Event ratable percentage 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 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 Lender’s 's rights and obligations under this Agreement. Such assignment shall be evidenced by an Assignment Agreement in form and substance reasonably satisfactory to the Administrative Agent and shall not be permitted hereunder unless such assignment (A) is either for all of such Lender's rights and obligations under the Loan Documents or for Loans and Commitments in an aggregate principal amount equal to the lesser of $5,000,000 (which minimum amount may be waived by the Administrative Agent and the Borrower at any time that an Event of Default has not occurred and is not continuing and solely by the Administrative Agent upon the occurrence and during the continuance of an Event of Default) and such Lender's Commitment Amount, except that this clause and (B) shall is consented to by the Administrative Agent (such consent not apply to a Swingline Lender’s rights be unreasonably withheld) at any time that an Event of Default has not occurred and obligations in respect of Swingline Loans;is not continuing. (Cii) Upon (i) delivery to the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionof a notice of assignment (a "Notice of Assignment"), together with any consent required -------------------- hereunder, and (ii) payment of a $3,500 processing fee to the Administrative Agent for processing such assignment (unless such assignment is made by one of the Agents to one of its affiliates, in which case no processing fee shall be assessed), such assignment shall become effective on the effective date specified in such Notice of Assignment. The assigning Lender shall be obligated to reimburse the Administrative Agent for all other costs and recordation fee expenses associated with the preparation and execution of $3,500; and such assignment (D) including reasonable attorneys' fees arising out of such preparation and execution of such assignment). The Notice of Assignment shall contain a representation by the assigneePurchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "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, if it shall not be already a Lender, shall deliver for all purposes be a Lender party to this Agreement and any other Loan Documents executed by 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 or action by the Borrowers, the Lenders or the Administrative Agent an shall be required to release the transferor Lender with respect to the percentage of the aggregate Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section ------- 11.08(c)(ii), the transferor Lender, the Administrative QuestionnaireAgent and the ------------ Borrowers shall make appropriate arrangements so that 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 Commitment and their Loans, as adjusted pursuant to such assignment. (iii) The Administrative Agent shall maintain at its address referred to in Section 11.01 a copy of each assignment delivered to and accepted by ------------- it pursuant to this Section 11.08 and a register (the "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

Assignments. Notwithstanding anything else herein Each Lender may make assignments to the contrary (but subject to Section 7.12.2), any Federal Reserve Bank. Each Lender may also assign to one or more Persons assignees (each an "ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement (including all or a portion of its Commitment FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 70 AMERICAN NATIONAL BANK and HARR▇▇ ▇▇▇K -- ULTRAK OPERATING, L.P. 83 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: Credit Documents so long as (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 the assignor Lender 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 Assignee execute and deliver to Administrative Agent for its consent and acceptance (that may not be unreasonably withheld in any instance and is not required if the Assignee is an Affiliate of the assigning Lender) an assignment and assumption agreement in substantially the form of Exhibit J (a "NOTE AND LIEN ASSIGNMENT") and pays to Administrative Agent a processing fee of Two Thousand Five Hundred Dollars ($2,500), (ii) the assignment must be for a minimum total Commitment of Five Million Dollars ($5,000,000) and, if the assigning Lender retains any Commitment, it must be a minimum total Commitment of Five Million Dollars ($5,000,000), and (iii) the conditions for that assignment set forth in the applicable Note and Lien Assignment are satisfied. The "Effective Date" in each Note and AssumptionLien Assignment must (unless a shorter period is agreeable to Borrower and Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender and the Assignee to Administrative Agent for acceptance. Once that Note and Lien Assignment is accepted by Administrative Agent, and subject to all of the following occurring, then, on and after the "Effective Date" stated in it (i) the Assignee automatically becomes a party to this Agreement and, to the extent provided in that Note and Lien Assignment, has the Rights and obligations of a Lender under the Credit Documents, (ii) the assignor Lender, to the extent provided in that Note and Lien Assignment, is released from its obligations to fund Borrowings under this Agreement and its reimbursement obligations under this Agreement and, in the case of a Note and Lien Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, that Lender ceases to be a party to the Credit Documents, (iii) Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this Agreement following the transfer, (iv) upon delivery of the Notes under clause (iii) preceding, the assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this Agreement, and (v) Schedule 2 is automatically deemed to be amended to reflect the name, address, telecopy number, and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and Administrative Agent shall prepare and circulate to Borrower and Lenders an amended Schedule 2 reflecting those changes. By executing and delivering a Note and Lien Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Note and Lien Assignment, 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 the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by any of any Company of any of its obligations under any Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with a processing copies of the financial statements referred to in Section 5.1 and recordation fee of $3,500such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Note and Lien Assignment; and (Div) the assigneesuch assignee will, if independently and without reliance upon Administrative Lender, 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 the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes Administrative Lender to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Lender by the terms 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 of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 71 AMERICAN NATIONAL BANK and HARR▇▇ ▇▇▇K -- ULTRAK OPERATING, shall deliver to Administrative Agent an Administrative Questionnaire.L.P. 84

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 Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Loans, its Notes, and the Loans at the time owing to it) with the prior written consentits Commitment); PROVIDED HOWEVER, such consent, in each case, not to be unreasonably withheld or delayed, ofthat: (i) Borrower, provided that no consent of Borrower each such assignment shall be required for to an Eligible Assignee; (ii) except (A) in the case of an assignment to a another Lender, (B) in the case of an Affiliate assignment of all of a Lender's rights and obligations under this Agreement, or (C) with the consent of the Administrative Agent and the Borrowers, any such partial assignment shall be in an Approved Fund amount at least equal to the applicable Minimum Amount (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of the applicable Minimum Amount in excess thereof; (iii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Agreement and the Notes; (iv) the parties to such assignment shall execute and deliver to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, any other assignee; providedto the Borrowers for their acceptance an Assignment and Acceptance in substantially the form of EXHIBIT D, 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 together with a processing fee from the assignor of Administrative Agent shall be required for an assignment to a Lender; (iii) each LC Issuing Bank$3,500; and (ivv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment such assignment, if not to a Lender or an Affiliate of an assigning Lender, shall require the approval of Borrowers at all times other than during the existence of a Default or Event of Default and Administrative Agent and Issuing Lender (which approval of Borrowers or Administrative Agent or Issuing Lender, as the case may be, shall not be unreasonably withheld, conditioned or delayed) and if Borrowers do not respond during such ten (10) Business Days after receipt of an Assignment and Acceptance, such assignment shall be deemed approved. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits 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 hereunder and the assigning Lender subject shall, to each the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment (determined as pursuant to this Section 10.04(b), the assignor, the Administrative Agent and the Borrowers shall make appropriate arrangements so that, if 109 required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the date United States of America or a state thereof, it shall deliver to the Borrowers and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 3.01. By executing and delivering an Assignment and Assumption Acceptance in accordance with this Section 10.04(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 such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each any statements, warranties or representations made in or in connection with this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower and Administrative Agent otherwise consent; provided that no such consent Party or the performance or observance by any Borrower Party of Borrower shall be required if an Event any 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 its obligations under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect any of Swingline Loans; the other Loan 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 and Acceptance; (D) such assignee confirms that it has received a copy of this Agreement, the parties other Loan Documents and such other documents and information as it has deemed appropriate to each make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall execute deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and deliver to the other Loan Documents; (F) such assignee appoints and authorizes the Administrative Agent an Assignment to take such action on its behalf and Assumptionto exercise such powers under this Agreement or any other Loan Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with a processing such powers as are reasonably incidental thereto; and recordation fee (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of $3,500; and (D) this Agreement and the assignee, if other Loan Documents are required to be performed by it shall not be as 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 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 that is not 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 '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 Loans, Reimbursement Obligations are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Ci) any assignment of a Commitment must be approved by the Administrative Agent (such approval of the Administrative Agent not to be unreasonably withheld) 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) and (ii) unless such assignment is to a Lender or a Lender Affiliate that is not an Approved Fund , so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment (such consent of the Borrower not to 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) 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 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 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 5.2.2, 5.6, 5.7, and 5.9 with respect to facts and circumstances occurring prior to the effective date of

Assignments. Notwithstanding anything else herein (a) Any Lender (an "Assignor") may, in accordance with applicable law, at any time and from time to the contrary time assign to any Person (but subject to Section 7.12.2an "Assignee"), 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: consent of (i) Borrowerin the case of an assignment of all or portion of a Term Loan, provided that no the Administrative Agent (which consent of Borrower shall not be required for an in the case of any assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orof any Lender) and (ii) in the case of an assignment of all or a portion of a Revolver Commitment or any Revolver Lender's obligations in respect of its LC Exposure, if an (A) each Issuing Lender (B) the Administrative Agent and (C) the Borrower (such consent not to be unreasonably withheld or delayed) (except that the consent of the Borrower shall not be required at any time a Default or Event of Default has shall have occurred and is be continuing), all or any part of its rights and obligations under this Agreement pursuant to an Assignment Agreement, executed by such Assignee, such Assignor and any other assigneePerson whose consent is required pursuant to this paragraph, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that no such assignment to an Assignee (other than any Lender or any Affiliate or Approved Fund thereof) shall be in an aggregate principal amount of less than (I) in the case of Term Loans, $1,000,000 and (II) in the case of Revolver A Commitments, Revolver B Commitments, Revolver A Loans or Revolver B Loans, $3,000,000 (other than, in each case, an assignment of all of a Lender's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of a single Lender as one assignment), unless otherwise agreed by the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Revolver Commitment, each Issuing Lender) and; provided, further, that Borrower after giving effect to any such assignment the assigning Lender shall have Loans or Commitments remaining of at least (I) in the case of Term Loans, $1,000,000 and (II) in the case of Revolver A Commitments, Revolver B Commitments, Revolver A Loans or Revolver B Loans, $3,000,000 in the aggregate amount (other than, in each case, an assignment of all of a Lender's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of a single Lender as one assignment). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment Agreement, (i) the Assignee thereunder shall be deemed a party hereto and, to the extent provided in such Assignment Agreement, 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; the rights and obligations of a Lender hereunder with Loans and Commitments as set forth therein, 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 Assignor thereunder shall, to the following additional conditions: extent provided in such Assignment Agreement, be released from its obligations under this Agreement (A) except and, in the case of an assignment to a Lender or Assignment Agreement covering all 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 Assignor's rights and obligations under this Agreement, except such Assignor shall cease to be a party hereto). Any assignment or sale that does not comply with this clause (Ba) 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 of Swingline Loans;accordance with Section 10.11.2. (Cb) The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to on Schedule 1.1 (a) a copy of each Assignment Agreement and each Accession Agreement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or the Commitments, as the case may be, recorded therein for all purposes of this Agreement notwithstanding notice to the contrary. Any assignment of any Loan or any Commitment shall be effective only upon appropriate entries with respect thereto being made in the Register. (c) Upon its receipt of an Assignment Agreement executed by an Assignor, an Assignee and any other Person whose consent is required by Section 10.11.1 (a) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (unless waived by the Administrative Agent in its discretion and provided that only one such fee shall be payable in the case of simultaneous assignments to two or more Approved Funds of a single Lender), the Administrative Agent shall (i) promptly accept such Assignment Agreement and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto. (d) For avoidance of doubt, the parties to each this Agreement acknowledge that the provisions of this Section 10.11.1 concerning assignments of Loans and Commitments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender of any Loan to any Federal Reserve Bank in accordance with applicable law; provided, that no such pledge or assignment of a security interest shall execute and deliver release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto. (e) Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting 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 SPC to make any Loan and (ii) if an Assignment SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Revolver Loan by an SPC hereunder shall utilize the related Revolver Commitment of the Granting Lender to the same extent, and Assumptionas if, together such Revolver Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement 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 SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 10.11.1, any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a processing portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and recordation fee Administrative Agent) providing liquidity and/or credit support to or for the account of $3,500; andsuch SPC to support the funding or maintenance of Loans and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 10.11.1(e) may not be amended without the written consent of each SPC. The Granting Lender, such SPC and any assignee of such SPC shall comply with the requirements of Section 4.7 as Lender. (Df) (i) After giving effect to the prepayment of the Term Loans on the Closing Date in accordance with Section 3 of the Funds Flow Undertaking, (A) each Term Loan Lender hereby assigns and delegates to the Term Loan Assignee 6.33159% of its Term Loans for a purchase price at par (payable on the Closing Date) and (B) the assignee, if it shall not be Term Loan Assignee hereby accepts such assignment and delegation agrees to become a Lender, shall deliver Lender and have all of the rights of obligations hereunder and under the other Loan Documents to the extent specified in clause (f)(i) above. The Administrative Agent an Administrative Questionnaireshall make all payments in respect of the Term Loans assigned pursuant to this subclause (i) (including all payments of principal, interest and other amounts) to the Term Loan Lenders (other than the Term Loan Assignee) for amounts which have accrued to the Closing Date and to the Term Loan Assignee for amounts which have accrued subsequent to the Closing Date.

Assignments. Notwithstanding anything else herein Each Lender may make assignments to the contrary (but subject to Section 7.12.2), any Federal Reserve Bank. Each Lender may also assign to one or more Persons assignees (each an "ASSIGNEE") all or a portion any part of its rights Rights and obligations under this Agreement the Loan Documents so long as (including all or a portion of its Commitment i) the assignor Lender and the Loans at the time owing Assignee execute and deliver to it) with the prior written consent, such consent, in each case, Administrative Agent and Borrower for their consent and acceptance (that may not to be unreasonably withheld or delayedin any instance and is not required if the Assignee is an Affiliate of the assigning Lender) an assignment and assumption agreement in substantially the form of EXHIBIT F (an "ASSIGNMENT") and pay to Administrative Agent a processing fee of $2,500, of: (iii) the assignment is for an identical percentage of the assignor Lender's Rights and obligations under the Revolving Facility, (iii) the assignment must be for a minimum total Commitment of $5,000,000 and, if the assigning Lender retains any Commitment, it must be a minimum total Commitment of $5,000,000, and (iv) the conditions for that assignment set forth in the applicable Assignment are satisfied; provided, however, that so long as a Default has occurred and is continuing (A) Borrower, provided that no 's consent of Borrower shall not be required for an assignment to any Eligible Assignee, and (B) the minimum amounts described in subsection (iii) above shall not be required. The Effective Date in each Assignment must (unless a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred shorter period is agreeable to Borrower and Administrative Agent) be at least five (5) Business Days after it is continuing, any other assignee; provided, further, that Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto executed and delivered by written notice the assignor Lender and the Assignee to Administrative Agent within five Banking Days and Borrower for acceptance. Once that Assignment is accepted by Administrative Agent and Borrower, and subject to all of the following occurring, then, on and after having received notice thereof; the Effective Date stated in it (i) the Assignee automatically becomes a party to this agreement and, to the extent provided in that Assignment, has the Rights and obligations of a Lender under the Loan Documents, (ii) Administrative Agent; provided that no consent of Administrative Agent shall be required for an assignment to a the assignor Lender; (iii) each LC Issuing Bank; and (iv) each Swingline Lender. Assignments shall be subject , to the following additional conditions: (A) except extent provided in the case of an assignment that Assignment, is released from its obligations 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 fund Borrowings under this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights agreement 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.its CREDIT AGREEMENT

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 (x) an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it, or Loans(y) 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), 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 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 or Loan must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (each such consent not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is an Eligible Assignee, in which case such consent of Borrower shall be required only to the extent set forth in clause (d) of the definition of “Eligible Assignee”); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (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 14.3, 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, relinquish its rights and 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 and 5.6, with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) Section 15.3 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this Section 14.2 shall be null and void.

Assignments. Notwithstanding anything else herein (i) Neither the Borrower nor any other Loan Party may assign any of its rights or obligations under the Loan Documents to which it is a party without the prior written consent of (A) in the case of the documents referred to in Section 8.07, the Administrative Agent and (B) in the case of any of the other Loan Documents, each Bank, and no assignment of any such obligation shall release the Borrower or such other Loan Party therefrom unless the Administrative Agent or each Bank, as applicable, shall have consented to such release in a writing specifically referring to the contrary obligation from which the Borrower or such other Loan Party is to be released. (but subject ii) Each Bank may from time to Section 7.12.2), time assign any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement any Loan Documents to one or more Persons; provided that, -------- except in the case of the grant of a security interest to a Federal Reserve Bank (including all which may be made without condition or a portion of its Commitment restriction), no such assignment shall be effective unless (A) the assignment is consented to by the Administrative Agent, the Issuing Bank, the Swing Line Bank and the Loans at the time owing to it) with the prior written consent, such consent, in each case, Borrower (which consent shall 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 the -------- ------- consent of the Borrower shall not be deemed to have consented required (x) in the case of any assignment to an Affiliate of such Bank or another Bank and (y) during an Event of Default, (B) the assignment unless it shall involve, in the case of a partial assignment, the assignment of not less than $5,000,000 of the assignor Bank's Loans and Commitments so assigned, (C) a Notice of Assignment with respect to the assignment, duly executed by the assignor and the assignee, shall have objected thereto by written notice been given to Administrative Agent within five Banking Days after having received notice thereof; (ii) the Borrower, the Issuing Bank, the Swing Line Bank and the Administrative Agent; provided that no consent , (D) in the case of Administrative Agent shall be required for an assignment to of a Lender; Registered Note, such Registered Note shall have been surrendered for registration of assignment duly endorsed by (iiior accompanied by a written instrument of assignment duly executed by) each LC Issuing Bank; and the Registered Holder and such assignment shall have been recorded on the Register and (iv) each Swingline Lender. Assignments shall be subject to the following additional conditions: (AE) except in the case of an assignment by the Bank that is the Administrative Agent, the Administrative Agent shall have been paid an assignment fee of $3,500. 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 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 consentBank; provided that no such consent of Borrower assignee shall be required if an Event of Default has occurred and is continuing; entitled to any amounts that would -------- otherwise be payable to it with respect to its assignment under Section 1.20 or Section 7.02 unless (Bx) 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 such amounts are payable in respect of Swingline Loans; a Regulatory Change Enacted after the date the applicable assignment agreement was executed or (Cy) such amounts would have been payable to the parties Bank that made such assignment if such assignment had not been made. In the event of any effective assignment by a Bank, the Borrower shall, against (except in the case of a partial assignment) receipt of the existing Notes of the assignor Bank, issue new Notes 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 Questionnaireassignee Bank.

Assignments. Notwithstanding anything else herein The Program Agreements are not assignable by Seller. Administrative Agent and Buyers may from time to the contrary (but subject to Section 7.12.2), any Lender may 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 Program Agreements pursuant to the time owing to itAdministration LEGAL02/41326134v4 Agreement in each case only if (and subject to) with the Seller having given its prior written consent, consent to such consent, assignment (which Seller may give or withhold 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 its sole and is continuing, any other assigneeabsolute discretion); provided, furtherhowever, that Borrower shall be deemed to have consented Seller’s prior written consent 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; continuing at the time of such assignment; provided, further that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (Bthe “Register”) each partial and a copy of an executed assignment shall be made as an assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of a proportionate part of all the assigning Lender’s such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the foregoing provisions of this Section 22) and recordation in the Register, (a) such assignee shall be 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 another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as 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 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 or actual assignee this Agreement, except that this clause (B) shall not apply the other Program Agreements, any document or other information delivered to a Swingline Lender’s rights and obligations in respect of Swingline Loans; (C) the parties Administrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as applicable, will cause such party to each assignment shall execute and deliver a non-disclosure agreement whereby such party agrees to keep such information delivered by Administrative Agent an Assignment and Assumptionor Buyers to such party confidential, together with a processing and recordation fee on substantially similar terms as set forth in Section 32 of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnairethis Agreement.

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 12604453v 1 24740.000 246 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 that no such consent of and 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 Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assigneeshall, if it shall not the transferor Lender or the Purchaser desires that its Loans be a Lenderevidenced by Notes, shall deliver make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to Administrative Agent an Administrative Questionnairesuch 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.

Assignments. Notwithstanding anything else (%3) This Agreement and each Lender’s rights and obligations herein (including the Loans) shall be assignable, in whole or in part, by such Lender and its successors and permitted assigns, provided that any such successors and assigns have obtained the written consent of the Administrative Agent and the Borrower (not to be unreasonably withheld, conditioned or delayed) prior to any such assignment unless such assignment is to a Lender or an Affiliate of a Lender; provided, however, that (i) no such assignment shall be for less than the lesser of $5,000,000 and the assigning Lender’s Percentage of the Loan Amount, (ii) [Reserved], (iii) such assignment shall be of a uniform, and not a varying, percentage of all of the assigning Lender’s rights and obligations in respect of the Loan Amount and Commitment hereunder and (iv) no consent of the Borrower shall be required if any Event of Default has occurred and is continuing. Each assignor may, subject to the contrary restrictions set forth in this Section 9.01(a) and Section 12.14, in connection with a prospective assignment (but subject other than to Section 7.12.2a Disqualified Institution), disclose to the applicable prospective assignee any information relating to the Credit Parties or the Collateral furnished to such assignor by or on behalf of the Credit Parties, the Collateral Agent, the Administrative Agent or another Lender. Unless the prospective assignee is a Lender or an Affiliate of a Lender, the assigning Lender shall cause the prospective assignee to enter into a confidentiality agreement substantially the same in applicable substance as Section 12.13 of this Agreement or otherwise reasonably acceptable to the Borrower and to which the Borrower or an Affiliate thereof is a party or with respect to which the Borrower or an Affiliate thereof is a third‑party beneficiary. (a) The Borrower may not assign its rights or, except as otherwise expressly provided herein, delegate its obligations hereunder or any interest herein without the prior written consent of the Lenders. (b) Without limiting any other rights that may be available under Applicable Law, the rights of any Lender may assign be enforced through it or by its agents and no Lender shall be responsible or liable for the actions of such agents selected with due care. (c) Each Lender may, without the consent of any Person, sell participations to one or more Persons banks or other entities other than Ineligible Institutions (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Loans); provided that following the sale of a participation under this Agreement (i) the obligations of such Lender shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower shall continue to deal solely and directly with the Administrative Agent or such Lender, as appropriate, in connection with such Lender’s rights and obligations under this Agreement and (iv) such Participant will not be entitled to receive any payment under Sections 2.07, 4.02 or 10.01, in excess of the payments such Lender would have been entitled to receive absent such participation unless the entitlement to a greater amount results from a Regulatory Change after the date the Participant acquired the participation) or in excess of the payments demanded generally by such Participant from other similarly situated borrowers under similar circumstances. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.07 the Participant complies with Section 2.07(f) as though it were a Lender (it being understood that the documentation required under Section 2.07(f) shall be delivered to the participating Lender). (d) The following provisions shall apply to Disqualified Institutions, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary: (i) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning or participating Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), such assignee or participant shall not retroactively be disqualified from becoming a Lender or Participant. Any assignment or participation in violation of this clause (i) shall not be void, but the other provisions of this clause (e) shall apply. (ii) If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.01), all or a portion of its Commitment interest, rights and the Loans obligations under this Agreement to one or more Persons (other than an Ineligible Institution) at the time owing lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to it) with the prior written consentacquire such interests, such consentrights and obligations, in each casecase plus accrued interest, not accrued fees and all other amounts (other than principal amounts) payable to be unreasonably withheld it hereunder. (iii) Notwithstanding anything to the contrary contained in this Agreement, (A) Disqualified Institutions to whom an assignment or delayed, of: participation is made in violation of clause (i) above will not have the right to (x) receive information, reports or other materials provided to Lenders by the Borrower, provided that no consent of Borrower shall be required for an assignment to a the Administrative Agent or any other Lender, an Affiliate (y) attend or participate in meetings attended by the Lenders (or any of a Lenderthem) and the Administrative Agent, an Approved Fund oror (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) for purposes of any consent to any amendment, if an Event waiver or modification of, or any action under, and for the purpose of Default has occurred and is continuing, any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other assignee; providedTransaction Document, further, that Borrower shall each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions 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; andsuch matter. (iv) each Swingline LenderThe Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Ineligible Institutions or Disqualified Institutions. Assignments Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be subject obligated to the following additional conditions: (A) except in the case of an assignment ascertain, monitor or inquire as to a whether any Lender or an Affiliate of a Participant or prospective Lender or Participant is an assignment of the entire remaining amount of the assigning Lender’s Commitment Ineligible Institution or Loans, the amount of the Commitment Disqualified Institution or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption y) have any liability with respect to such or arising out of any assignment is or participation of Loans, or disclosure of confidential information, by any other Person to any Ineligible Institution or Disqualified Institution. (e) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a copy of each Assignment and Acceptance delivered to Administrative it and a register (the “Register”) on which it will record the name and address of each Lender (including any assignees), the principal amounts (and stated interest) owing to each Lender under this Agreement, and any other information necessary to ensure that the Loans are maintained “in registered form” within the meaning of Treasury regulations section 5f.103‑1(c) and Proposed Treasury regulations section 1.163-5(b) (or any amended or successor version). The entries in the Register will be conclusive absent demonstrable error, and the Borrower, the Collateral Agent) shall not be less than $5,000,000 unless each of Borrower and , the Administrative Agent otherwise consent; provided that and the Lenders will 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 Administrative Agent shall update the Register promptly upon receiving an executed Assignment and Acceptance, and 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 until reflected in the Register. The Register shall be available for inspection by the Borrower, the Collateral Agent and each Lender, at any reasonable time and from time to time upon reasonable prior written notice. (f) In the event that any Lender sells a participation of its rights and obligations hereunder, such Lender shall, acting solely for this purpose as an assignment a non‑fiduciary agent of the Borrower, maintain a register (the “Participant Register”) on which it will record the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in such rights and obligations, and any other information necessary to ensure that the Loans are maintained “in registered form” within the meaning of Treasury regulations section 5f.103‑1(c). The entries in the Participant Register will be conclusive absent demonstrable error, and such Lender will treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement. Such Lender shall update the Participant Register promptly upon a sale of a proportionate part participation of all the assigning such Lender’s rights and obligations under this Agreementhereunder, and no such sale of a participation shall be effective until reflected in the Participant Register. Such Lender will not have any obligation to disclose all or any portion of the Participant Register to any Person except (i) that this clause it will notify the Borrower of such participation, and (Bii) to the extent that such disclosure is necessary to establish that the Loans are maintained “in registered form” within the meaning of Treasury regulations section 5f.103‑1(c). For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall not apply to have no responsibility for maintaining 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 QuestionnaireParticipant Register.

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 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 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 Section 12.04(a) and any written consent to such assignment required by Section 12.04(a), 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(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 (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or a any portion of its rights such ▇▇▇▇▇▇’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 LenderLoan Documents, including, without limitation, all of SWK’s Commitment or Loansrights 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 the term “Permitted Assignee” shall mean any lender to or funding source of SWK or its Affiliate, together with its successors, assigns or designees (including, without limitation, any purchaser or other assignee of the Assigned Rights from such Person). Effective immediately upon the replacement of SWK as a Lender under this Agreement by a Permitted Assignee in accordance with this clause (B) v), SWK shall not apply automatically be deemed to have resigned as Agent pursuant to Section 9.9 of this Agreement (without the need for Agent giving advance written notice of such resignation as required pursuant to such Section 9.9), and Required Lenders shall appoint a Swingline Lender’s rights and obligations successor Agent in respect accordance with Section 9.9 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 Questionnairethis Agreement.

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 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) 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; (iii) to the extent required in the definition of “Eligible Assignee”, an Approved Fund orthe Borrower shall have provided its written consent (not to be unreasonably withheld or delayed), if an 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, further, 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; (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 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 Loansor, if less, the remaining amount of the Commitment or Loans Loan being assigned by such Lender) or an integral multiple 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 agreement in substantially the form of Exhibit 11.3 or such other form as the Administrative Agent and the Borrower may approve (an “Assignment and AssumptionAgreement”), 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 11.3(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 U.S. 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 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: (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 Credit Parties 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; (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 11.3(b)(vii)). For avoidance of doubt, the parties to this Credit Agreement acknowledge that the provisions of this Section 11.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender to any Federal Reserve Bank or other central bank having jurisdiction over such Lender in accordance with applicable law.

Assignments. Notwithstanding anything else herein Any Lender may, at any time, sell and assign to the contrary (but subject to Section 7.12.2), any Lender may assign to one or more Persons any Eligible Assignee (individually, an “Assignee Lender”) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or for purposes of this subsection (c), participations in L/C Obligations and in Swing Line Loans) (such a portion of its Commitment sale and the Loans at the time owing to it) with the prior written consent, such consent, in each case, not assignment to be unreasonably withheld or delayedreferred to herein as an “Assignment”) pursuant to an assignment agreement in substantially the form of Exhibit G (an “Assignment Agreement”), of:executed by each Assignee Lender and such assignor Lender (an “Assignor Lender”) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that: ​ (i) BorrowerEach Assignee Lender that shall become a Lender shall provide, provided that no as a condition to the effectiveness of such assignment, appropriate assurances and indemnities (which may include letters of credit) to the L/C Issuer and the Swing Line Lender as each may require with respect to any continuing obligation to purchase participation interests in any L/C Obligations or any Swing Line Loans then outstanding; ​ (ii) Without the written consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund orthe Administrative Agent and, if an no Event of Default has occurred and is continuing, the Borrowers (which consent of the Administrative Agent and the Borrowers shall not be unreasonably withheld or delayed), no Lender may make any other assignee; providedAssignment to any Assignee Lender which is not, furtherimmediately prior to such Assignment, a Lender hereunder, provided that Borrower the Borrowers shall be deemed to have consented to an assignment any such Assignment unless it shall have objected object thereto by written notice to the 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.five

Assignments. Notwithstanding anything else herein Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, except as provided below, the Borrower (which consent of the Borrower shall not be unreasonably withheld, conditioned or delayed) to the contrary (but subject 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 including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender) to one or a portion of its Commitment and 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 this Agreementthe Loan Documents; provided, except however, that this in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments and outstanding Loans, the assigning Lender shall retain at least $5,000,000 in unused Commitments and outstanding Loans, (ii) the assignee Lender shall have Commitments and outstanding Loans of at least $5,000,000, (iii) the consent of the Borrower shall not be required for any assignment by a Lender to an Affiliate of such Lender or for any assignment made during the existence of any Event of Default, (iv) each such assignment shall be evidenced by a written agreement (in form and substance acceptable to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, unless not required under clause (Biii) above, the Borrower, which agreement shall not apply 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, and (v) the assigning Lender shall pay to the Administrative Agent a Swingline Lender’s processing fee of $3,500 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 respect the assignment agreement executed by it. Promptly upon the effectiveness of Swingline Loans; (C) any such assignment agreement, the parties to each assignment Borrower shall execute and deliver replacement Notes to Administrative Agent 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 Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) interest in the assignee, if it shall not be a Lender, shall deliver Loans or its Commitments under this Section any financial or other information pertaining to Administrative Agent an Administrative Questionnairethe Borrower or any Subsidiary.

Assignments. Notwithstanding anything else herein Any Lender may, with the consent of Agent (at the written direction of the Required Lenders) and Borrower (provided, that the consent of Borrower (A) shall not be unreasonably withheld or delayed (provided further that if such consent is not granted, it shall not be considered unreasonably withheld or delayed if the proposed assignment is to the contrary a Person who is a Competitor, or a lender to or an Affiliate of a Competitor, of Borrower or any Loan Party) and (but subject B) shall not be required if an Event of Default exists or such assignment is to Section 7.12.2a Permitted Assignee), at any Lender may time 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 itother than natural persons) with the prior written consentwho is, 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 has not been cured (if capable of cure) within 60 days of such occurrence, not a Competitor (any such Person, an “Assignee”) all or any portion of such Lender’s Loans; provided that in no event may any Lender assign its Loans to (i) an Affiliated Lender (unless the assigning Lender is continuingan Affiliated Lender) or (ii) the Borrower or any of its Subsidiaries. In connection with any assignment, regardless of whether Agent or Borrower consent is required, prior to effectuating such assignment the applicable Lender(s) and Assignee(s) shall obtain all necessary governmental, regulatory, and other material consents, approvals and exemptions required to be obtained in connection therewith. Except as Agent may otherwise agree, any other assignee; providedsuch assignment shall be in a minimum aggregate amount equal to one million Dollars ($1,000,000) or, furtherif less, that Borrower the remaining Commitments and Loans held by the assigning Lender. 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 Assignment and Acceptance. (i) From and after the date on which the conditions described above have been met, and subject to acceptance and recording of the assignment pursuant to Section 15.1(a)(iii), (x) such Assignee shall be deemed automatically to have consented become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender hereunder and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an assignment unless it effective Assignment and Acceptance, Borrower shall have objected thereto execute and deliver to Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note or Notes setting forth such Lender’s Loans (and, as applicable, a Note or Notes in the principal amount of the Loans retained by written notice the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by Agent of such Note(s), the assigning Lender shall return to Administrative Agent within five Banking Days after having received notice thereof;Borrower any prior Note held by it, and such Note shall be cancelled by Borrower and of no further force or effect. (ii) Administrative Agent; provided that no consent Any Lender may at any time pledge or assign a security interest in all or any portion of Administrative Agent shall be required for an its rights under this Agreement to secure obligations of such Lender, including any pledge or 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 secure obligations to a Lender Federal Reserve Bank, and this Section 15.1 shall not apply to any such pledge or an Affiliate assignment 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 consentsecurity interest; provided that no such consent pledge or assignment of Borrower a security interest shall be required if made, unless an Event of Default has occurred and is continuing;has not been cured (if capable of cure) within 60 days of such occurrence, to a Competitor or release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (Biii) Agent, acting solely for this purpose as an agent of ▇▇▇▇▇▇▇▇, shall maintain at one of its offices a copy of each partial assignment 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 (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be made conclusive absent manifest error, and Borrower, Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as an assignment a Lender hereunder for all purposes of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) . The Register shall not apply to a Swingline Lender’s rights be available for inspection by Borrower 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 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 Term Loan Agreement (including all or a portion of its Commitment and the Term 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 of the entire balance of the Term Loans at the time owing to it or 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 LoansAffiliate, the aggregate amount of the Commitment or (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Term Loans 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 2,000,000 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 's rights and obligations under this AgreementTerm Loan Agreement with respect to the Term Loans or the Commitment assigned, except it being understood that this clause (B) shall NON-PRO RATA assignments of or among any of the Commitments and the Term Loans are not apply to a Swingline Lender’s rights and obligations in respect of Swingline Loanspermitted; (Cc) any assignment of a Commitment and the Term Loans of any Lender 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); 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 18.3, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Term Loan Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Term Loan 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 Term Loan Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Term Loan 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, 5.7, 5.8, and 5.10 with respect to facts and circumstances occurring prior to the effective date of such assignment and (ii) SECTION 16 notwithstanding such assignment. Any assignment or transfer by a Lender of rights or obligations under this Term Loan Agreement that does not comply with this paragraph shall be treated for purposes of this Term Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with SECTION 18.4.

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 without (i) satisfaction of the Rating Agency Condition with respect thereto, (ii) providing 30 days’ prior written notice of any proposed assignment or delegation to the contrary Issuer and the Trustee (but subject who shall promptly forward such notice to Section 7.12.2)the Holders of the Notes) and (iii) the approval 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 Collateral Manager, a Majority of the Controlling Class. (b) The Collateral Manager may without satisfaction of the Rating Agency Condition and without obtaining the consent of the Holders of the Secured Notes, (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 ability, whether as an entity or by its principals and employees, 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, (iii) shall not cause the Issuer or the pool of Assets to become required to register under the provisions of the Investment Company Act and (iv) immediately after the assignment, employs principal personnel performing the duties required under this Agreement who are the same individuals who would have performed such duties had the assignment not occurred 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 asset management business to, another entity and, 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 (whether by operation of law or by contract) and the other entity has substantially the same investment staff providing investment management services to itthe Issuer; provided that the Collateral Manager shall deliver prior notice to the Rating Agencies of any assignment, delegation or combination made pursuant to this sentence. Any assignee under this Agreement shall, before such assignment becomes effective, execute and deliver to the Issuer and the Trustee (and the Trustee shall promptly provide a copy thereof to the Holders of the Notes) a counterpart of this Agreement naming such assignee as Collateral Manager. 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, 26 and 27, Section 25 in respect of its acts or omissions occurring prior to such assignment and except with respect to its obligations under Section 15 after such assignment. The consent provisions for the approval of an assignee for the Collateral Manager under this Section 13(b) shall not apply in the event of the Collateral Manager’s resignation or removal pursuant to Section 12 or 14, and instead the consent provisions of Section 12 shall govern. (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 (1) the Collateral Manager, (2) the Trustee and (3) a Lender, an Affiliate Majority of a Lender, an Approved Fund or, if an Event the each Class of Default has occurred 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) Rating Agency Condition, except in the case of (x) assignment by the Issuer 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 hereunder or (y) the collateral assignment 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 shall simultaneously assign 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 (or cause the Trustee to provide) the assignee, if it shall not be a Lender, shall deliver Rating Agencies and the Holders with notice of any assignment pursuant to Administrative Agent an Administrative Questionnairethis 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 Questionnaire.the assignee Lender. (b)

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 Lender 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 Lender 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 The Program Agreements are not assignable by Seller or Guarantor. Subject to Section 7.12.2)37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) hereof, any Lender the 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 Seller, for review by Seller upon written request, a register of assignees or 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, 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 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 Lenderand/or Buyers by Seller. 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) Any Lender may at any time and subject to the contrary terms of this Agreement (but subject including, without limitation, this Section 10.10) assign to Section 7.12.2), any Affiliate of such Lender may assign or to one or more Persons Eligible Assignees (collectively, "Purchasers") all or a portion any part of its rights and obligations under this Agreement (including all the Loan Documents. Such assignment must be substantially in the form of Exhibit J or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent, in 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 form reasonably acceptable to Administrative Agent within five Banking Days after having received notice thereof; (ii) Administrative Agent; provided that no consent of Administrative Agent shall but only to the extent as may be required for an agreed to by the parties thereto). 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 must either be in an assignment of amount equal to the entire remaining applicable Commitment or aggregate amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans outstanding Advances of the assigning Lender or (unless Borrowers and Administrative Agent otherwise consent) be in an aggregate amount not less than $5,000,000. The amount of the assignment must be based on the Commitment or aggregate amount of the outstanding Advances of the assigning Lender (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 specified in the assignment. (b) The consent of Borrowers will be required prior to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent; an assignment becoming effective, provided that no such the consent of Borrower shall will not be required if an Event of Default has occurred and is continuing;. The consent of Administrative Agent is required prior to an assignment becoming effective. Any consent required under this Section 10.10(b) will not be unreasonably withheld or delayed. (Bc) each partial Upon (i) delivery to Administrative Agent of an Assignment and Assumption, together with any consents required by Sections 10.10(a) and 10.10(b), and (ii) payment of a $3,500 fee by the assignee or the assignor to Administrative Agent for processing such assignment shall (unless such fee is waived by Administrative Agent), such assignment will become effective on the effective date specified in such assignment. The assignment must contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and the portion of the Loan assigned to Purchaser 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 made "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser will for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and will have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender will be released with respect to the Commitment and the portion of the Loan assigned to such Purchaser without any further consent or action by Borrowers, the Lenders or Administrative Agent. In the case of an assignment covering all of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement, except such Lender will cease to be a Lender hereunder but will continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan 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) shall not apply to Section 10.10 will 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 10.11. Upon the consummation of Swingline Loans; (C) any assignment to a Purchaser pursuant to this Section 10.10(c), the parties transferor Lender, Administrative Agent and Borrower will 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 shall case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. Upon request, Borrower will execute and deliver to Administrative Agent, at Borrower's cost to the extent such costs do not exceed $10,000, an appropriate replacement promissory note or replacement promissory notes in favor of each assignee (and assignor, if such assignor is retaining a portion of its Commitment percentage and advances) reflecting such assignee's (and assignor's) percentage of the Commitment. Upon execution and delivery of such replacement promissory note(s), the original promissory note or notes evidencing all or a portion of the Lenders' percentages of the Committed Amount and advances being assigned shall be canceled and returned to Borrower. For purposes of clarification, if Borrower's costs relating to an Assignment and Assumption exceed $10,000, such costs exceeding $10,000 shall be borne by the Lenders receiving replacement notes pro rata in accordance with such Lenders' percentage of the Committed Amount. Under no circumstances shall Borrower be required to execute any certifications or similar documents or to provide any representations or warranties confirming the accuracy of any information or otherwise in connection with any assignment or participation. Promptly following receipt by Administrative Agent of an executed Assignment and Assumption, Administrative Agent shall give notice to the Borrower and to the Lenders of: (i) the effectiveness of the assignment by the assigning Lender to the assignee Lender (or the affiliate of the Lender); and (ii) the revised percentages and maximum amounts of the Commitment percentage of the Committed Amount in effect as a result of such assignment. (d) Administrative Agent, acting solely for this purpose as an agent of Borrowers, will maintain at one of its offices in the United States of America, 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 (and stated interest) of the Advances owing to, each Lender, pursuant to the terms hereof from time to time (the "Register"). The entries in the Register will be conclusive, absent manifest error, and Borrowers, Administrative Agent 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 will be available for inspection by Borrowers and each Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a "Transferee") and any prospective Transferee any and all information in such Lender's possession, provided, however, that any such Transferee executes a confidentiality agreement in form and substance reasonably satisfactory to Borrower. (f) So long as no Event of Default exists, unless Borrower otherwise consents, U.S. Bank shall at all times retain at least twenty-five percent (25%) of the Committed Amount. (g) The Borrower and Administrative Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to a Transferee until such time as (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Purchaser shall have been given to the Borrower and Administrative Agent by the assigning Lender and the Transferee; (ii) the assigning Lender and the Transferee shall have delivered to the Borrower and 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 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 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) Borrowerthe Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof); provided, 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 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) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; (iiiC) each LC the Issuing Bank; provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan; and (ivD) each the Swingline Lender. ; provided that no consent of the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan. (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 Approved Fund 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 or, in the case of a Term Loan, $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , which consent will not be unreasonably withheld or delayed, 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 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; (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 $3,5003,500 (unless waived or reduced by the Administrative Agent in its sole discretion), such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; 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 material non-public information about the Borrower and its affiliates 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.

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 at the time owing to it) with the prior written consent, such consent, in each case, Administrative Agent for any assignment shall not to be unreasonably withheld or delayed, of: required if (i) Borrower, provided that no consent (A) a Default or an Event of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if Default is continuing or (B) an Event of Default has occurred within the 60-day period preceding such assignment (even if such Event of Default is no longer continuing), (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as a Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and is continuing, any other assigneeapproval rights over the documents relating to such assignment); provided, further, that Borrower such Approved Selling Institution is not a Manager Competitor. No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be deemed to have consented to in an assignment aggregate amount less than (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 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 (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 (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 in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this (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 7.12.27.12(b)), 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 delayedwithheld, of: (ia) the applicable Borrower, ; provided that no the consent of such Borrower shall not 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, provided further that each 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 such Borrower and Administrative Agent otherwise consent; provided that no such consent of such Borrower shall not 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 of the applicable Class 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 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 or delayed, of: (iwithheld. The Tenant shall not assign part only of this lease. The Landlord and the Tenant agree that for the purposes of section 19(1A) Borrower, provided that no of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may give its 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 any of the following additional conditions: (A) except : a condition if reasonably required by the Landlord in the case circumstances that the assignor enters into an authorised guarantee agreement which: is in respect of an assignment to a Lender or an Affiliate all the tenant covenants of a Lender or an assignment this lease; is 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 period beginning with the date the Assignment assignee becomes bound by those covenants and Assumption with respect ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇; requires (in the event of a disclaimer of liability under this lease) the assignor to such assignment is delivered enter into a new tenancy for a term equal to Administrative Agent) shall not be less than $5,000,000 unless each the unexpired residue of Borrower and Administrative Agent otherwise consentthe Contractual Term; provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (Botherwise in a form reasonably required by the Landlord, or a condition that a person of standing acceptable to the Landlord enters into a guarantee and indemnity of the tenant covenants of this lease in the form set out in the Schedule. The Landlord and the Tenant agree that for the purposes of section 19(1A) each partial assignment shall be made as of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the Landlord may refuse its consent to an assignment if any of the following circumstances exist at the date of the Tenant's application for consent to assign this lease: the Annual Rent or any other money due under this lease is outstanding or there is a proportionate part material breach of covenant by the Tenant that has not been remedied; in the Landlord’s reasonable opinion the assignee is not of sufficient financial standing to enable it to comply with the Tenant’s covenants and conditions contained in this lease; or the assignee and the Tenant are group companies within the meaning of section 42 of the LTA 1954. 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 do so. Prior to any permitted assignment to procure that the assignee enters into direct covenants with the Landlord to observe and perform all the assigning LenderTenant’s rights covenants and obligations under all other provisions of this Agreement, except that this clause (B) shall not apply to a Swingline Lender’s rights and obligations in respect Lease during the residue 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 Questionnaireterm.

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 consent of Administrative Agent shall be required for an assignment to a Lender; 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 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 (or the Dollar Equivalent thereof if any of such Loans is an Alternate Currency Loan). 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 13.3.1 Any Lender may, in the contrary (but subject to Section 7.12.2)ordinary course of its business and in accordance with applicable law, 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 Agreement (including all or a portion the Loan Documents by completing and executing an Assignment and Assumption. The consent of its Commitment the Borrower and the Loans at the time owing to it) with the prior written consentAdministrative Agent, such consent, in each case, which consents shall 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 prior 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 becoming effective 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 Approved Fund; except that, if a Default has occurred and is continuing, the consent of the entire Borrower shall not be required. Each such assignment shall (unless it is to a Lender or an Affiliate thereof, or each of the Borrower and the Administrative Agent otherwise consents) be in an amount not less than the lesser of (g) $5,000,000 or (h) the 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 calculated as of at the date the of such assignment). 13.3.2 Upon (93) execution of such 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 by the Administrative Agent otherwise consent; provided that no such or, in circumstances where the 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 is not required, the delivery to the Administrative Agent of the Assignment and Assumption, together fully completed and executed, and (94) payment of a $3,500 processing fee to the Administrative Agent for its sole account for processing such Assignment and Assumption, such Assignment and Assumption shall become effective on the effective date specified in such Assignment and Assumption. The Assignment and Assumption shall contain a representation by the Purchaser to the effect that none of the consideration used to purchase the Commitment and Loans and the participation in the Letters of Credit under the applicable Assignment and Assumption are “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 and Assumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by 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 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 Loans assigned to such Purchaser. Upon the consummation of any assignment to a processing Purchaser pursuant to this Section 13.3.2, the transferor Lender, the Administrative Agent and recordation fee of $3,500; and (D) the assigneeBorrower shall, if it shall not be a Lenderrequested, shall deliver make appropriate arrangements so that replacement Notes are issued to Administrative Agent an Administrative Questionnairesuch transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser reflecting such assignment.

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 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 any 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, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a 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 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 , 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. In connection with any such assignment, the transferor Lender shall execute and deliver pay to 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) . 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 7.12.27.13.2), 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 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[reserved]; and (iv) each Swingline Lender[reserved]. 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 (1) Any Lender may, in the contrary (but subject to Section 7.12.2)ordinary course of its business and in accordance with applicable law, at any Lender may time assign to one or more Persons Permitted Assignees or Approved Funds (“Purchasers”) all or a portion of its rights and obligations under this Agreement (including all or a portion of including, without limitation, its Commitment and the Loans at the time owing to itit hereunder) in accordance with the prior written consent, such consent, in each case, not to be unreasonably withheld or delayed, of: (i) Borrower, provided that no consent provisions 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 Lenderthis Section 11.08(c). 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 Each assignment shall be made as an assignment of a proportionate part constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) . Such assignment shall be evidenced by an Assignment Agreement in form and substance reasonably satisfactory to the Administrative Agent and shall not apply to a Swingline be permitted hereunder unless such assignment (A) is either for all of such Lender’s rights and obligations under the Loan Documents or for Loans and Commitments in respect an aggregate principal amount equal to the lesser of Swingline Loans;$1,000,000 (which minimum amount may be waived by the Administrative Agent and the Borrower at any time that an Event of Default has not occurred and is not continuing and solely by the Administrative Agent upon the occurrence and during the continuance of an Event of Default) and such Lender’s Commitment Amount, and (B) is consented to by the Administrative Agent (such consent not to be unreasonably withheld) at any time that an Event of Default has not occurred and is not continuing. (C2) Upon (i) delivery to the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumptionof a notice of assignment (a “Notice of Assignment”), together with any consent required hereunder, and (ii) payment of a $3,500 processing fee to the Administrative Agent for processing such assignment (unless such assignment is made by one of the Agents to one of its affiliates, in which case no processing fee shall be assessed), such assignment shall become effective on the effective date specified in such Notice of Assignment. The assigning Lender shall be obligated to reimburse the Administrative Agent for all other costs and recordation fee expenses associated with the preparation and execution of $3,500; and such assignment (D) including reasonable attorneys’ fees arising out of such preparation and execution of such assignment). The Notice of Assignment shall contain a representation by the assigneePurchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are “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, if it shall not be already a Lender, shall deliver for all purposes be a Lender party to this Agreement and any other Loan Documents executed by 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 or action by the Borrowers, the Lenders or the Administrative Agent shall be required to release the transferor Lender with respect to the percentage of the aggregate Commitment and Loans assigned to such Purchaser. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.08(c)(2) 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 11.08(b). Upon the consummation of any assignment to a Purchaser pursuant to this Section 11.08(c)(2), the transferor Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that 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 Commitment and their Loans, as adjusted pursuant to such assignment. (3) The Administrative Agent shall maintain at its address referred to in Section 11.01 a copy of each assignment delivered to and accepted by it pursuant to this Section 11.08 and a register (the “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 from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an assignment under this Section 11.08. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative QuestionnaireAgent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.