Common use of Assignments Clause in Contracts

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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, the assigning Lender shall retain at least $10,000,000 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, 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

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default may assign to one or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more Eligible Assignees all or any part a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage including all or a portion of its obligation to make Loans Loans, its Notes and participate in Letters of Creditits Commitments); provided, however, that (i) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, each such assignment shall be to an Eligible Assignee; (ii) each such assignment shall be in an amount at least equal to $5,000,000, except in the case of an assignment to another Lender or any Affiliate of a fixed percentage (and not by its terms Lender or an assignment of varying percentage) all of the assigning a 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, the assigning Lender shall retain at least $10,000,000 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, this Agreement; (iii) each such assignment by a Lender shall be evidenced by of 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 Lenderconstant, such assignee Lender or Lendersand not varying, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion percentage of the Obligations which are to be assigned to the assignee Lender all of its rights and obligations under this Agreement and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and other Credit Documents; and (iv) the assigning Lender parties to such assignment shall pay execute and deliver to the Administrative Agent for its acceptance an Assignment and Acceptance, together with any Notes subject to such assignment and a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred 3,000 to be paid by the Administrative Agent in connection with any parties to such assignment. Upon the later of (A) the execution, delivery and acceptance of such Assignment and Acceptance and (B) the effective date specified in 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 under this Agreement and the other Credit Documents and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement and the other Credit Documents. Upon the consummation of any assignment pursuant to this Section 10.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new promissory notes reflecting such assignment are issued to the assignor and the assignee in the amount of their respective interests and in substantially the form of the original Notes (but with notation thereon that such new Notes are given in substitution for and replacement of the original Notes or any replacements thereof). 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 Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 3.10.

Assignments. (a) Each Lender Maker hereby agrees that Holder, in its sole discretion, shall have the unrestricted right at any time and from time to time, with the prior consent of the Administrative Agent andand without Maker's or any Guarantor's consent, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part a portion of its rights and obligations under the this Note and other Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or banks, other financial institutions institutions, or investorsany other person or entity (each, provided thatan “Assignee”). In the event of any such assignment to an Assignee, unless otherwise agreed Maker and each Guarantor agrees that it shall execute, or cause to by the Administrative Agentbe executed, such assignment documents, including without limitation, amendments to this Note and to any other Loan Document, as Holder shall be of a fixed percentage deem reasonably necessary to effect the foregoing (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 such documents and amendments do not substantively affect the terms of the Loan). In addition, at the request of Holder and any such assignment (i) unless the assigning Lender is assigning all of its CommitmentsAssignee, outstanding Loans and interests in Letters of CreditMaker shall issue one or more new Notes, the assigning Lender shall retain at least $10,000,000 in unused Commitmentsas applicable, 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 to any 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 Assignee and, if required as provided aboveHolder has retained any of its rights and obligations following such assignment, to Holder, which new Notes shall be issued in replacement of, but not in discharge of, the Borrower, which agreement Obligations evidenced by this Note prior to such assignment and shall specify in each instance reflect the portion amount of the Obligations which are respective Loans held by such Assignee and Holder after giving effect to be assigned to such assignment. Upon the assignee Lender execution and the portion delivery of the Commitments of the assigning Lender to be assumed by the assignee Lenderappropriate assignment documentation, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 amendments and any out-of-pocket attorneys' fees and expenses incurred other documentation required by the Administrative Agent Holder in connection with such assignment, such Assignee shall be a party to this Note and shall have all of the rights and obligations of Holder hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Holder pursuant to the assignment documentation between Holder and such Assignee, and Holder shall be released form its obligations hereunder to a corresponding extent. Holder may furnish any information concerning Maker in its possession from time to time to Assignees and prospective Assignees, provided that Holder shall require any such assignmentAssignees and prospective Assignees to agree in writing to maintain the confidentiality of such information, except as required by applicable laws or governmental authorities.

Assignments. (a) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, however, (i) such Lender shall have (unless the right at any time, with assignment is to another Lender or an Affiliate of the prior assigning Lender) first obtain the written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing at such time, Borrowers, which consent of the Borrower shall not be required with respect to assignments to Lenders unreasonably withheld or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents delayed (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agentin any event, such assignment Borrowers 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 deemed to make have consented to any such assignment unless they shall object thereto by written notice to Agent within five (i5) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of CreditBusiness Days after having received notice thereof), (ii) the assignee Lender shall have Commitments, outstanding amount of Revolving Loan Commitments and 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 being assigned shall in no event be assumed by less than the assignee Lender, lesser of (A) $1,000,000 or (A) the entire amount of the Revolving Loan Commitments and Loans of such assigning Lender and (iviii) the assigning Lender parties to such assignment shall pay execute and deliver to the Administrative Agent for acceptance and recording an Assignment and Acceptance Agreement together with (x) a processing and recording fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred payable by the Administrative assigning Lender to Agent and (y) each of the Notes originally delivered to the assigning Lender (if any). The administrative fee referred to in connection clause (iii) of the preceding sentence shall not apply to an assignment of a security interest in all or any portion of a Lender’s rights under this Agreement or the other Loan Documents, as described in clause (i) of Section 9.5(d) below. Upon receipt of all of the foregoing, Agent shall notify Borrowers of such assignment and Borrowers shall comply with its obligations under Section 2.1(d). In the case of an assignment authorized under this Section 9.5, the assignee shall be considered to be a “Lender” hereunder and Loan Parties hereby acknowledge and agree that any such assignmentassignment will give rise to a direct obligation of Loan Parties to the assignee. The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the assigned portion of its Revolving Loan Commitments.

Assignments. (a) Each Any Lender shall have the right (an "Assignor") may, in accordance with applicable law, at any timetime and from time to time assign to any Person (an "Assignee"), with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect in the case of any assignment to assignments to Lenders a Lender, an Affiliate of a Lender or to financial institutions which are wholly-owned Subsidiaries an Approved Fund of the assigning any Lender's ultimate parent corporation) to assign ), all or any part of its rights and obligations under the Loan Documents (includingthis Agreement pursuant to a Lender Assignment Agreement, without limitation, the indebtedness evidenced by the Notes then held executed by such assigning Assignee, such Assignor and any other Person 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 $1,000,000 (other than in the case of an assignment of all of a Lender, together with an equivalent percentage 's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of its obligation to make Loans and participate in Letters of Credit) to a single Lender as one or more commercial banks or other financial institutions or investors, provided thatassignment), unless otherwise agreed to by the Borrower and the Administrative AgentAgent and; provided, further, that after giving effect to any such assignment the assigning Lender shall have Loans remaining of at least $1,000,000 in the aggregate amount (other than in the case of an 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 Lender Assignment Agreement, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Lender Assignment Agreement, have the rights and obligations of a fixed percentage Lender hereunder with Loans as set forth therein, and (and not by y) the Assignor thereunder shall, to the extent provided in such Lender Assignment Agreement, be released from its terms obligations under this Agreement (and, in the case of varying percentage) a Lender Assignment Agreement covering all of the assigning Lenderan Assignor's rights and obligations under the Loan Documents; providedthis Agreement, however, such Assignor shall cease to be a party hereto). Any assignment or sale that in order to make any such assignment does not comply with this clause (ia) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 treated for purposes of this Agreement as a sale by such Lender of a written agreement (substantially in the form attached hereto as Exhibit F or participation in such other form acceptable to the Administrative Agentrights and obligations in accordance with Section 10.11.2. (b) executed by such assigning Lender, such assignee Lender or Lenders, the The Administrative Agent andshall, if required as provided above, on behalf of the Borrower, which agreement shall specify in each instance the portion of the Obligations which are maintain at its address referred 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 (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 assignmenton Schedule 1.1

Assignments. (ai) Each Any Lender shall have the right may at any timetime assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Advances and Commitments, with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower consents shall not be unreasonably withheld or delayed, delayed and which consent of the Borrower shall not be required with respect (i) from the Borrower for an assignment by a Lender to assignments to Lenders another Lender or to financial institutions which are wholly-owned Subsidiaries an Affiliate of the assigning Lender's ultimate parent corporationa Lender or an Approved Fund of a Lender or (ii) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 from the Administrative Agent, such Agent for an assignment shall be by a Lender to an Affiliate of a fixed percentage (and not by its terms Lender or an Approved Fund of varying percentage) of a Lender). Except as the assigning Lender's rights and obligations under the Loan Documents; providedAdministrative Agent may otherwise agree, however, that in order to make any such assignment (iother than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) unless the assigning Lender is assigning all of its Commitmentsshall be in a minimum aggregate amount equal to $5,000,000 or, outstanding Loans and interests in Letters of Creditif less, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans Commitment or the principal amount of the Advances being assigned. The Borrower 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, shall be entitled to continue to deal solely and directly with such Lender in connection with the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be interests so assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to an Assignee until the Administrative Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred to be paid by the Administrative Agent Lender to whom such interest is assigned; provided, that no such fee shall be payable in connection with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender. Any attempted assignment not made in accordance with this Section 11.1(a)(i) shall be null and void. The Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless the Borrower has expressly objected to such assignment within three Business Days after notice thereof. (ii) From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, 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 effective Assignment Agreement, the Borrower shall execute and deliver to the Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender), a Note in the principal amount of the Assignee’s Pro Rata Share of the Commitment (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Commitment retained by the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrower any prior Note held by it. (iii) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the Commitments of, and principal amount of the Advances owing to, such Lender pursuant to the terms hereof. The entries in such register shall be conclusive, and the Borrower, the Administrative Agent and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time upon reasonable prior notice to the Administrative Agent. (iv) Notwithstanding the foregoing provisions of this Section 11.1(a) or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Advances and its Note (i) 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) and (ii) to (w) an Affiliate of such Lender which is at least 50% owned (directly or indirectly) by such Lender or by its direct or indirect parent company, (x) its direct or indirect parent company, (y) to one or more other Lenders or (z) to an Approved Fund.

Assignments. (a) Each Lender shall have the right at any time, with With the prior consent of the Administrative Agent andand the Borrower, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld withheld, each Lender may assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more other Persons all or any part a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of its Commitments, the indebtedness evidenced outstanding Loans made by it and the Note or Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 Documentsit); provided, however, that (i) except in order the case of an assignment to make any an Affiliate of such Lender or a Person that, immediately prior to such assignment, was a Lender, the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (idetermined as of the date of the Assignment and Acceptance with respect to each such assignment) unless shall in no event be less than the assigning lesser of (y) the aggregate Commitments of such Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least immediately prior to such assignment or (z) $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit5,000,000, (ii) the assignee Lender each such assignment shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000be to an Eligible Assignee, (iii) each such assignment shall be evidenced by a written agreement of an equal, pro rata percentage of such Lender's rights and obligations (substantially in the form attached hereto as Exhibit F or in such other form acceptable to the Administrative Agentincluding its Commitment) 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 under each instance the portion of the Obligations which are to be assigned to the assignee Lender Term Loans and the portion of the Commitments of the assigning Lender to be assumed by the assignee LenderRevolving Loans, and (iv) the assigning Lender shall pay parties to each such assignment will execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment, and will pay a processing fee of $3,500 3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm to and agree, with each other and with the other parties hereto, as follows: (i) other than as may be provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document or any other instrument or document furnished hereto or pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective obligations under this Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv) such assignee will, independently and without reliance upon the Agent, the assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement 87 and the other Credit Documents and any other instruments and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder, as are specifically delegated to or required of the Agent by the terms hereof or thereof and such other powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) The Agent will maintain a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the 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 Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note or Notes subject to such assignment, the Agent will, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT A, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, will execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, to the extent the assigning Lender has retained its Commitments hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the forms of EXHIBIT F or G, as appropriate.

Assignments. (a) Each In addition to the assignments permitted by Section 11.3(a), each Lender shall have the right at any timemay, with the prior written consent of the Borrowers, the Issuing Lender and the Administrative Agent and, so long as (provided that no Default or Event of Default then exists, the Borrower (which consent of the Borrower Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part a portion of its rights and obligations under hereunder pursuant to an assignment agreement substantially in the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage form of its obligation to make Loans and participate in Letters of Credit) Exhibit 11.3 to one or more commercial banks Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or other financial institutions or investors, provided that, unless otherwise agreed to the remaining amount of Commitments held by the Administrative Agent, such Lender) and (ii) each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) all of the assigning Lender's ’s rights and obligations under the Loan Documents; provided, however, that in order Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to make 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 (i) unless assignment, the assigning Lender is assigning assignee shall become a “Lender” for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests 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 Letters the event it assigns all of Creditits 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 assignee Lender shall have Commitmentsother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, outstanding Loans and interests in Letters or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of at least $5,000,000the 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 shall be evidenced by agreement; (iv) such assignee confirms that it has received a written agreement (substantially in copy of this Credit Agreement, the form attached hereto as Exhibit F or in other Credit Documents and such other form acceptable 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) executed by , 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 Lender or Lenders, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have may make assignments to any Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the right at re-assignment back to it free of any time, with the prior consent interests of the Administrative Agent andFederal Reserve Bank, so long as no Default shall be for the sole account of Lender. Each Lender may also assign to one or Event of Default then exists, the Borrower more assignees (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationeach an "ASSIGNEE") to assign all or any part of its rights Rights and obligations under the Loan Credit Documents so long as (including, without limitation, i) the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation assignor Lender and Assignee execute and deliver 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 Administrative Agent, such the LC Issuing Bank and the Borrower for their consent and acceptance (that may not be unreasonably withheld in any instance and is not required by the Borrower if an Event of Default has occurred and is continuing) an 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 assumption agreement 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, the assigning Lender shall retain at least $10,000,000 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 of Exhibit F or in such other form acceptable to the Administrative AgentE (an "ASSIGNMENT") 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, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 1,000 (which payment obligation is the sole liability, joint and several, of that Lender and Assignee), (ii) the assignment must be for a minimum total Commitment of $5,000,000, and, if the assignor Lender retains any out-of-pocket attorneys' fees Commitment, it must be a minimum total Commitment of $10,000,000, and expenses incurred (iii) the conditions for that assignment set forth in the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreed to by the Borrower and the Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender and the Assignee to the Administrative Agent and the Borrower for acceptance. Once such Assignment is accepted by the Administrative Agent, the LC Issuing Bank and the Borrower, and subject to all of the following occurring, then, on and after the Effective Date stated in it (A) the Assignee automatically shall become a party to this Agreement and, to the extent provided in that Assignment, shall have the Rights and obligations of a Lender under the Credit Documents, (B) in the case of an Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender shall cease to be a party to the Credit Documents, (C) the Borrower shall execute and deliver to the assignor Lender and the Assignee the appropriate Notes in accordance with this Agreement following the transfer, (D) upon delivery of the Notes under clause (C) the assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be automatically amended to reflect the name, address, telecopy number and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and the Administrative Agent shall prepare and circulate to the Borrower, the LC Issuing Bank and the Lenders an amended Schedule 2 reflecting those changes. Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in connection clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal of and interest on the Obligations may be made only in accordance with any such assignmentthis Section.

Assignments. From time to time following the date hereof, each Holder may, in consultation with Issuer (a) Each Lender shall have except during the right at any time, with the prior consent existence of the Administrative Agent and, so long as no a Default or Event of Default then existsor in the case of assignment to any Holder or an Affiliate of any Holder), the Borrower (which consent of the Borrower shall not be unreasonably withheld assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more Eligible Assignees all or any part portion of its rights and obligations under the Loan Documents this Agreement; provided that (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credita) to one or more 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, the assigning Lender shall retain at least $10,000,000 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 an assignment agreement, a written agreement copy of which shall be furnished to Issuer; (substantially b) except in the form attached hereto as Exhibit F case of an assignment to any Holder or an Affiliate of any Holder or of the entire remaining rights and obligations of the assigning Holder under this Agreement, the assignment shall not assign a portion of such assigning Holder’s Note owing to such assigning Holder that is equivalent to less than $1,000,000; (c) such assignment is accompanied by a transfer of the assigning Holder’s pro rata interests in such other form acceptable the Warrants corresponding to the Administrative AgentNotes (or portions thereof) executed being assigned to the same assignee (but only to the extent such Warrants are still outstanding); and (d) the effective date of any such assignment shall be as specified in the assignment agreement, but not earlier than the date which is five (5) Business Days after the date Issuer has received the assignment agreement. Upon the effective date of such assignment agreement and subject to compliance with Sections 2.3(b) and 2.6(a), the Eligible Assignee named therein shall be a Holder for all purposes of this Agreement and, to the extent of such assignment, the assigning Holder shall be released from its further obligations under this Agreement and the other Note Documents. Issuer agrees that it shall execute and deliver (against delivery by such the assigning Lender, Holder to Issuer of its Notes) to such assignee Lender or LendersHolder, a Note evidencing the Administrative Agent principal balances assigned to such assignee Holder thereunder, and, if required as provided aboveapplicable, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and assigning Holder, a Note evidencing the portion of the Commitments of principal balances thereunder retained by 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 Holder in connection accordance with any such assignmentSection 2.6.

Assignments. (a) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Agent and Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an Eligible Assignee in accordance with Section 11.03(b), (B) by way of participation in accordance with Section 11.03(d) or (C) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.03(f) (and any other attempted assignment or transfer by any party hereto shall have be null and void). Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the right parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in this Section 11.03 and, to the extent expressly contemplated hereby, the Related Parties of each Agent and Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time, with time after the prior consent of the Administrative Agent and, so long as no Default date hereof assign to one or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more Eligible Assignees all or any part a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage including all or a portion of its obligation Commitment and the Loans at the time owing to make Loans and participate it); provided that (i) except in Letters the case of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by an assignment of the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) entire remaining amount of the assigning Lender's ’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the Commitment (which for this purpose includes the Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Lender Assignment Agreement with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Lender Assignment Agreement, as of the Trade Date, shall not be less than one million Dollars ($1,000,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess thereof, unless the Administrative Agent otherwise consents in writing; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Documentsand the Commitment assigned; 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, the assigning Lender shall retain at least $10,000,000 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) the parties to 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 execute and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay deliver to the Administrative Agent a Lender Assignment Agreement, together with a processing and recordation fee of two thousand five hundred Dollars ($3,500 2,500); provided that (A) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such two thousand five hundred Dollars ($2,500) fee shall be payable for all such contemporaneous assignments; (iv) the Eligible Assignee, if it is not a Lender prior to such assignment, shall deliver to the Administrative Agent an administrative questionnaire; and (vi) if the Aggregate Commitment is eighteen million Dollars ($18,000,000) or less, no assignment by a Lender of any out-of-pocket attorneys' fees of its rights or obligations under the Financing Documents shall be permitted if as a result of such assignment there will be more than three (3) Lenders under this Agreement. Subject to acceptance and expenses incurred recording thereof by the Administrative Agent pursuant to Section 11.03(c), from and after the effective date specified in each Lender Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement (and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs), 4.05 (Funding Losses), 11.06 (Costs and Expenses) and 11.08 (Indemnification by the Borrowers) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.03(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.03(d). (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s office a copy of each Lender Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agents and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for consent to a material or other substantive change to the Financing Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. (d) Any Lender may at any time, without the consent of, or notice to, either Borrower or any Agent, sell participations to any Person (other than a natural person or either Borrower or any Affiliate or Subsidiary thereof) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such assignmentagreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 (Amendments, Etc.) that directly affects such Participant. Subject to Section 11.03(e), each Loan Party agrees that each Participant shall be entitled to the benefits of Sections 4.01 (Eurodollar Rate Lending Unlawful), 4.03 (Increased Eurodollar Loan Costs) and 4.05 (Funding Losses), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.03(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.14 (

Assignments. (a) Each Any Lender shall have the right may at any timetime assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower Representative (which consent of the Borrower consents shall not be unreasonably withheld or delayed, delayed and which consent of the Borrower shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with respect such Lender in connection with the interests so assigned to assignments an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to Lenders the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Intercompany Subordinated Debt or Alimco Subordinated Debt of a Loan Party, any holder of any debt that is secured by liens or security interests that have been contractually subordinated to financial institutions which are wholly-owned Subsidiaries the liens and security interests securing the Obligations, or any Affiliate of any of the assigning Lender's ultimate parent corporation) to assign all or foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any part of event, if granted, may be conditioned on such terms and conditions as Agent shall require in its rights and obligations under the Loan Documents (sole discretion, including, without limitation, a limitation on the indebtedness evidenced by the Notes then aggregate amount of Loans and Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower Representative has expressly objected to such assignment within five (5) Business Days after notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, together with an equivalent percentage of its obligation to make Loans the extent that rights and participate in Letters of Credit) obligations hereunder have been assigned by it pursuant to one or more commercial banks or other financial institutions or investorsthe applicable Assignment and Assumption, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of a fixed percentage the Assignee (and not by its terms of varying percentage) of and, as applicable, the assigning Lender's rights ) pursuant to an effective Assignment and obligations under Assumption, Borrowers shall execute and deliver to Agent for delivery to the Loan Documents; providedAssignee (and, howeveras applicable, that in order to make any such assignment (i) unless the assigning Lender is Lender) a promissory note in the principal amount of the Assignee’s Pro Rata Share of the aggregate Revolving Loan Commitment (and, as applicable, a promissory note in the principal amount of the Pro Rata Share of the aggregate Revolving Loan Commitment retained by the assigning all Lender). Upon receipt by Agent of its Commitments, outstanding Loans and interests in Letters of Creditsuch promissory note(s), the assigning Lender shall retain at least $10,000,000 in unused Commitmentsreturn to Borrowers any prior promissory note held by it. (c) Agent shall, outstanding Loans as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and interests in Letters Assumption delivered and accepted by it and register (the “Register”) for the recordation of Creditnames and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. Notwithstanding notice to the contrary, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such no assignment shall be evidenced by a written agreement (substantially effective unless and until the Assignment and Assumption is accepted and registered in the form attached hereto Register. All records of transfer of a Lender’s interest in the Register shall be conclusive, absent manifest error, 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 ownership of the Obligations which are to be assigned interests in the Loans, notwithstanding notice to the assignee contrary. Agent shall not incur any liability of any kind with respect to any Lender and with respect to the portion maintenance of the Commitments Register. Each Lender granting a participation shall, as a non-fiduciary agent of Borrowers, maintain a register containing information similar to that of the assigning Lender to Register in a manner such that the loans hereunder are in “registered form” for the purposes of the Code. This Section and Section 15.10 below shall be assumed by construed so that the assignee Lender, and (iv) Loans are at all times maintained in “registered form” for the assigning Lender shall pay to purpose of the Administrative Agent a processing fee of $3,500 Code and any out-of-pocket attorneys' fees related regulations (and expenses incurred by the Administrative Agent in connection with any such assignmentsuccessor provisions).

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower consent, in each case, shall not be unreasonably withheld withheld) at any time assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its Commitment and its other rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless no such consent of the assigning Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender is assigning all or to any affiliate of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credita Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assignee assigning Lender shall retains a Commitment, or if the Commitments have Commitmentsbeen terminated, holds Notes having an aggregate outstanding Loans and interests in Letters of Credit principal balance, of at least $5,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment and/or Loans, as Exhibit F or the case may be, as set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the Administrative Agent) executed by such assigning consummation of any assignment pursuant to this subsection (c), the transferor Lender, such assignee Lender or Lenders, the Administrative Agent andand the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, if required as provided aboveappropriate, and shall update Schedule I attached hereto. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 and 4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any out-of-pocket attorneys' fees and expenses incurred interest in any Loan held by it hereunder to the Administrative Agent in connection with Borrower, or any such assignmentof its respective affiliates or Subsidiaries.

Assignments. (a) Each Any Lender shall have the right may at any time, with the prior consent of the Administrative Agent and, so long as no Default time assign to one or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more Eligible Assignees all or any part a portion of its rights and obligations under the this Loan Documents (including, without limitationAgreement, the indebtedness evidenced by other Loan Documents, the Notes then held by such Collateral or the Notes; provided that (i) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Loan Agreement and the other Loan Documents; and (ii) the parties to each assignment shall execute and deliver to the Collateral Agent an Assignment and Assumption Agreement in the form attached hereto as Exhibit F, together with an equivalent percentage a processing and recordation fee of its obligation $500.00. Subject to make Loans acceptance and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to recording thereof by the Administrative AgentCollateral Agent pursuant to paragraph (b) of this Section, such assignment from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a fixed percentage Lender under this Loan 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 Loan Agreement (and, in the case of an Assignment and not by its terms of varying percentage) Assumption covering all of the assigning Lender's rights and obligations under the this Loan Documents; providedAgreement, 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, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans cease to be a party hereto) but shall continue to be entitled to the benefits of Section 12 with respect to facts and interests in Letters circumstances occurring prior to the effective date of Credit, (ii) the assignee such assignment. Any assignment or transfer by a Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment rights or obligations under this Loan Agreement that does not comply with this paragraph shall be evidenced treated for purposes of this Loan Agreement as a sale by such Lender of a written agreement (substantially in the form attached hereto as Exhibit F or participation in such other form acceptable to the Administrative rights and obligations in accordance with Section 10.2. (b) The Collateral Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required acting solely for this purpose as provided above, an agent of the Borrower, which agreement shall specify maintain at its office listed in Schedule IB a copy of each instance Assignment and Assumption delivered to it and a register for the portion recordation of the Obligations which are to be assigned names and addresses of the Lenders, and the principal amounts of the Loans owing to, each Lender pursuant to the assignee Lender terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the portion Borrower, the Collateral 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 Loan Agreement, notwithstanding notice to the Commitments of the assigning Lender to contrary. The Register shall be assumed available for inspection by the assignee Borrower and any Lender, at any reasonable time and (iv) the assigning from time to time upon reasonable prior notice. Any assignment or transfer by a Lender of rights or obligations as a Lender under this Loan Agreement that does not comply with this paragraph shall pay to the Administrative Agent be treated for purposes of this Loan Agreement as a processing fee sale by such Lender of $3,500 a participation in such rights and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent obligations in connection accordance with any such assignmentSection 10.2.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower consent, in each case, shall not be unreasonably withheld or delayed, and which consent of ; provided that the Borrower shall not be required with respect deemed to assignments have consented to Lenders any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its Commitment and its other rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless no such consent of the assigning Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender is assigning all or to any affiliate of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credita Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assignee assigning Lender shall retains a Commitment, or if the Commitments have Commitmentsbeen terminated, holds Notes having an aggregate outstanding Loans and interests in Letters of Credit principal balance, of at least $5,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment and/or Loans, as Exhibit F or the case may be, as set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the Administrative Agent) executed by such assigning consummation of any assignment pursuant to this subsection (c), the transferor Lender, such assignee Lender or Lenders, the Administrative Agent andand the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, if required as provided aboveappropriate, and shall update Schedule I attached hereto. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 and 4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any out-of-pocket attorneys' fees and expenses incurred interest in any Loan held by it hereunder to the Administrative Agent in connection with Borrower, or any such assignmentof its respective affiliates or Subsidiaries.

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 10.3(b), to (i) any timeLender or any affiliate or Subsidiary of a Lender, with or (ii) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D of the prior consent of Securities and Exchange Commission) reasonably acceptable to the Administrative Agent (such consent shall not be unreasonably withheld or delayed) and, so long as no Default or Event of Default then existshas occurred and is continuing, with the approval of the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, and which consent if less, the remaining amount of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries Commitment being assigned by such Lender) of the assigning Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment (other than Competitive Loans) shall be of a constant, not varying, percentage of all such Lender's ultimate parent corporation) to assign all or any part of its ’s rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Loan Documents Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (includingi) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, without limitationand (to the extent required pursuant to the terms hereof), with the consent of, the indebtedness evidenced Borrower as provided herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note. By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Notes then held by such assigning Lender, together with an equivalent percentage Borrower of any of its obligation obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make Loans its own credit analysis and participate in Letters of Creditdecision to enter into such assignment agreement; (v) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by such assignee will independently and without reliance upon the Administrative Agent, such assignment assigning Lender or any other Lender, and based on such documents and information as it shall be of a fixed percentage (deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan other Credit Documents; provided, however, that in order to make any such assignment (ivi) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir 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 (including without limitation the requirements of Section 3.13).

Assignments. (ai) Each Lender Subject to Section 4.13, any Purchaser may at any time assign to one or more Eligible Assignees all or any portion of such Purchaser’s Notes, together with all related rights and obligations of such Purchaser hereunder, including for the avoidance of doubt, the rights of such Purchaser to purchase additional Notes and any unfunded commitment of such Purchaser. Any purported assignment to any Person that is not an Eligible Assignee in accordance with the definition thereof shall be null and void. The amount of any such assignment (determined as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 (unless such assignment is made to an existing Purchaser or an Affiliate or Approved Fund of any existing Purchaser or is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in the outstanding Notes); provided that, in connection with simultaneous assignments to two or more Affiliated Persons, including related Approved Funds, such Affiliated Persons and Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above. The Issuer and the Purchasers shall be entitled to continue to deal solely and directly with such Purchaser in connection with the interests so assigned to an Eligible Assignee until the Purchasers shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto. (ii) From and after the date on which the conditions described above have been met and recordation in the register described in paragraph (iii) below, (A) such Eligible Assignee shall be deemed automatically to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have the right at any time, with the prior consent rights and obligations of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower a Purchaser hereunder and (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of B) the assigning Lender's ultimate parent corporation) Purchaser, to assign all or any part of the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and obligations under hereunder (other than those that survive termination pursuant to Section 12.1). Upon the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) request of the assigning Lender's rights and obligations under the Loan Documents; providedEligible Assignee (and, 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 Creditas applicable, the assigning Lender Purchaser) pursuant to an effective Assignment Agreement, each Issuer shall retain at least $10,000,000 execute and deliver to such Eligible Assignee (and, as applicable, the assigning Purchaser) Notes in unused Commitmentsthe aggregate principal amount of the Eligible Assignee’s Notes (and, outstanding Loans and interests as applicable, Notes in Letters the principal amount of Creditthe Notes retained by the assigning Purchaser). Upon receipt by the assigning Purchaser of such Note (or commitments, (ii) as applicable), the assignee Lender assigning Purchaser shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, promptly return to the Issuer any prior Note held by it. (iii) The Issuer shall maintain at its offices a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Purchaser, and the commitments of, and principal amount and interest of the Notes owing to, such assignment Purchaser pursuant to the terms hereof. The entries in such register shall be evidenced by a written agreement (substantially in conclusive, absent manifest error, and the form attached hereto as Exhibit F or in such other form acceptable Issuer and the Purchasers may treat each Person whose name is recorded therein pursuant to the Administrative Agent) executed terms hereof as a Purchaser hereunder for all purposes of this Agreement. Such register shall be available for inspection by any Purchaser (provided that each Purchaser’s right of inspection shall be limited to information about such assigning LenderPurchaser), such assignee Lender or Lenders, at any reasonable time upon reasonable prior notice to the Administrative Agent and, if required Issuer. Any assignment may be effected only upon the registration thereof 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, and this paragraph (iii). (iv) Notwithstanding the assigning Lender foregoing provisions of this Section 12.6(a) or any other provision of this Agreement, any Purchaser 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 Purchaser, including any pledge or grant to secure obligations to a Federal Reserve Bank or to a trustee as security for the benefit of its noteholders, other security holders or creditors of a Purchaser; provided that no such pledge or grant shall pay to the Administrative Agent a processing fee release such Purchaser from any of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with its obligations hereunder or substitute any such assignmentpledgee or grantee for such Purchaser as a party hereto.

Assignments. (a) Each Lender shall have the right Bank may at any timetime assign and delegate to one or more Eligible Assignees (each, an "Assignee") with the prior written consent of the Administrative Agent andCompany, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which (provided that no written consent of the Borrower Company shall not be required (a) after the occurrence and during the continuance of an Event of Default or (b) in connection with respect any assignment and delegation to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries an Affiliate of such Bank), all of the assigning Lender's ultimate parent corporation) to assign all or any part of its Loans, the Commitment and the other rights and obligations of such Bank hereunder and under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 any Bank that is or becomes a party to this Agreement from time to time shall at all times retain an interest in order the Loans, the Commitment and the other rights and obligations of a Bank hereunder in an amount that bears the same proportion to make any the interests of all Banks hereunder as such assignment Bank retains in the loans, commitments and other rights and obligations of a bank under the Secured Loan Agreement; provided further, however, that the Company may continue to deal solely and directly with the assignor Bank in connection with the interest so assigned to an Assignee until (i) unless written notice of such assignment, substantially in the assigning Lender is assigning all form of its CommitmentsSchedule 1 to the attached Exhibit F, outstanding Loans shall have been given to the Company and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans Administrative Agent by such Bank and interests in Letters of Creditthe Assignee, (ii) the assignee Lender such Bank and its Assignee shall have Commitments, outstanding Loans delivered to the Administrative Agent and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (the Company an Assignment and Assumption Agreement substantially in the form of the attached hereto as Exhibit F or in ("Assignment and Assumption Agreement") (together with any Note(s) subject to 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 Lenderassignment), and (iviii) the assigning Lender Assignee shall pay have paid to the Administrative Agent a processing fee in the amount of $3,500 2,500. In the event that the Company elects to permanently reduce the Maximum Commitment Amount pursuant to Section 2.6, the minimum required hold amounts and the minimum amount of any out-of-pocket attorneys' fees assignment of a Bank's interest in the Loans, the Commitment and expenses incurred by the Administrative Agent in connection with any other rights and obligations of such assignmentBank hereunder and under the other Loan Documents shall be reduced pro rata.

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 11.3(b), to (i) any timeLender or any Affiliate or Subsidiary of a Lender, with the prior consent or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Administrative Securities and Exchange Commission) reasonably acceptable to the Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, the Borrower Borrower; provided that (which consent i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Borrower shall not be unreasonably withheld or delayed, and which consent Commitment being assigned by such Lender) of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries Commitments and in integral multiples of the assigning Lender's ultimate parent corporation$1,000,000 above such amount and (ii) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) of the assigning all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Loan Documents; provided, however, that Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in order the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to make the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (i) unless and after notice to, and (to the assigning Lender is assigning extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. Along such lines the Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 original Note (but with notation thereon that it is given in substitution for and the portion replacement of the Commitments of original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender to be assumed by thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the 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; (ivvi) such assignee appoints and authorizes the assigning Lender shall pay 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 a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have 10.2.1 Subject to Section 10.1 and the right at any time, with the prior consent other terms of the Administrative Agent and, so long as no Default or Event of Default then existsthis Agreement, the Borrower (which consent of the Borrower shall not be unreasonably withheld Lenders collectively or delayed, and which consent of the Borrower shall not be required with respect individually may assign to assignments to Lenders one or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more assignees all or any part a portion of its their respective rights and obligations under the Loan Documents this Agreement (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage all or a portion of its obligation their respective Commitments). The parties 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 Administrative Agent, each such assignment shall execute and deliver an Assignment Agreement to the Agent, for its consent (if necessary) and recording in the Register and shall pay a processing and recording fee to the Agent in the amount of $3500. After such execution, delivery, consent and recording (i) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a fixed percentage Lender hereunder and (ii) the assigning Lender thereunder shall, to the extent that rights and not obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its terms rights, other than rights to expense reimbursement and indemnification to which it is then entitled hereunder, and be released from its obligations under this Agreement, other than obligations in respect of varying percentage) which it is then in default and liabilities arising from its actions prior to the assignment. In the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under the Loan Documents; providedthis Agreement, however, that such Lender shall cease to be a party hereto. 10.2.2 The agreements of an assignee contained in order to make any such assignment (i) unless an Assignment Agreement shall benefit the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Creditthereunder, the assigning other Lenders and the Agent in accordance with the terms of the Assignment Agreement. 10.2.3 The Agent shall 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 Credits of each Lender shall retain at least $10,000,000 from time to time (the "REGISTER"). The entries 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 Register shall be evidenced by a written agreement (substantially 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 form attached hereto Register as Exhibit F or a Lender hereunder for all purposes of this Agreement, and need not recognize any person as a Lender unless it is recorded in such other form acceptable to the Administrative Agent) executed by such assigning Register as a Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement . The Register 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 available for inspection by the assignee Lender, Borrower or any Lender at any reasonable time and (iv) the assigning Lender shall pay from time 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 assignmenttime upon reasonable prior notice.

Assignments. (a) Each The Borrower shall not be permitted to assign this Agreement without the prior written consent of the Lender and any purported assignment in violation of this Section 14.01(a) shall have the right be null and void. (b) The Lender may at any time assign all its rights and obligations hereunder in whole or in part to a financial institution, institutional investor or commercial paper conduit (each, an “Assignee”); provided that, at any time, with there shall be no more than three Lenders. (c) The parties to each assignment shall execute and deliver to the prior consent Borrower a written instrument of assignment in the form set forth in Exhibit G, containing the agreement of the Administrative Agent andassignee to be bound by the terms of this Agreement (an “Assignment and Acceptance”). Upon the effectiveness of a permitted assignment hereunder, so long as (i) each reference in this Agreement to “Lender” shall be deemed to be a reference to the assignor and the assignee to the extent of their respective interests, (ii) such assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender and (iii) the assignor shall be released from its obligations hereunder to a corresponding extent of the assignment, and no Default further consent or Event action by any party shall be required. (d) In the event there are multiple Lenders, all payments of Default then existsprincipal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the Loan. (e) The Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including a new Note in exchange for the Note held by the Lender. (f) 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 Loan, the amount of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Borrower) shall not be less than $5,000,000 unless the Borrower (which otherwise consents, provided that no such consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights if a Default has occurred and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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, the assigning Lender shall retain at least $10,000,000 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, 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 assignmentcontinuing.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall such approval not to be unreasonably withheld withheld) at any time assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless any partial assignment shall be in an amount at least equal to $15,000,000, and after giving effect to such assignment the assigning Lender is assigning all retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit15,000,000, (ii) if the assignee assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee or another Lender (or Affiliate thereof) provided that unless a Default shall have Commitmentsoccurred and is continuing, outstanding Loans in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the Borrower’s prior written approval) and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment and/or Loans, as Exhibit F or the case may be, as set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the Administrative Agent) executed by such assigning consummation of any assignment pursuant to this subsection (c), the transferor Lender, such assignee Lender or Lenders, the Administrative Agent andand the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, if required as provided aboveappropriate, and shall update Schedule I attached hereto. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 4,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, or any of its respective affiliates or Subsidiaries. Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and any out-a register for the recordation of the names and addresses of the Lenders, and the Commitment of-pocket attorneys' fees , and expenses incurred by principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in connection with the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such assignmentobligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

Assignments. (a) Each Any Lender shall have the right at any timemay, with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, the Borrower Company (which consents shall not be unreasonably delayed or withheld), at any time assign and delegate to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), all or any fraction of such Lender’s Loans and Commitment in a minimum aggregate amount (in the case of an assignment to an Assignee other than a Lender hereunder) equal to the lesser of (i) the amount of the assigning Lender’s remaining Loans and, without duplication, Commitments and (ii) $5,000,000 (or such lesser amount as the Company and the Administrative Agent may agree in their discretion); provided that (a) no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Company would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Company will not be required to pay the incremental amounts), (b) any assignment of all or a portion of a Lender’s Commitment to a Person other than a Lender shall be subject to the prior written consent of the Borrower Issuing Lenders and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), and which (c) no consent of the Borrower shall not be required with respect to assignments to Lenders Company or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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, the assigning Lender shall retain at least $10,000,000 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 shall be 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, 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 assignment from a Lender to an Affiliate of such assignmentLender or to another Lender; (d) no consent of the Administrative Agent shall be required in connection with the assignment of all or a portion of a Lender’s Revolving Loans and Commitment to another Lender and (e) the Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the following conditions shall have been met:

Assignments. (a) Each Lender shall have the right at any time, with With the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld withheld), the Lender may at any time assign, or delayedgrant a security interest in or sell a participation interest in or sell any Advance (or portion thereof) or any Note (or any portion thereof) to any Person rated A2 or higher by ▇▇▇▇▇’▇ or A or higher by S&P; provided that, as applicable, (i) no transfer of any Advance (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (ii) no such consent of the Borrower shall not be required with respect to assignments to Lenders following the occurrence of an Event of Default or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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, the assigning Lender shall retain at least $10,000,000 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 $5,000,000Servicer Default, (iii) each such in the case of an assignment shall be evidenced by of any Advance (or any portion thereof) or of any Note (or of any portion thereof), the assignee executes and delivers to the Servicer, the Borrower and the Deal Agent a written agreement (fully executed transferee letter substantially in the form of Exhibit L 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 Lenderhereto, and (iv) the assigning Lender shall pay not need prior consent of the Borrower to the Administrative Agent at any time assign, or grant a processing fee of $3,500 and security interest or sell a participation interest in, or sell, any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with Advance (or portion thereof) or any Note or any portion thereof to an Affiliate. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the Deal Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the Deal Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to exist upon, any of the Borrower’s rights, obligations or duties under this Agreement without the prior written consent of the Lender, the Deal Agent and each Hedge Counterparty.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, and the Borrower (which consent of the Borrower consent, in each case, shall not be unreasonably withheld withheld) at any time assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an "Assignee") to assign all or any part a portion of its rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to ws4E6.tmp 37 another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $5,000,000.00 and after giving effect to such assignment the assigning Lender is assigning all of its Commitmentsretains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding Loans and interests in Letters of Creditprincipal balance, the assigning Lender shall retain at least $10,000,000 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 $5,000,0005,000,000.00, and (iii) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment as Exhibit F or set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the Administrative Agent) executed by such assigning consummation of any assignment pursuant to this subsection (c), the transferor Lender, such assignee Lender or Lenders, the Administrative Agent andand the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, if required as provided aboveappropriate. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 and 4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any out-of-pocket attorneys' fees and expenses incurred interest in any Loan held by it hereunder to the Administrative Agent in connection with Borrower, or any such assignmentof its respective Affiliates or subsidiaries.

Assignments. Each Lender may assign any or all of its rights and obligations under the Facilities Papers to any "ELIGIBLE ASSIGNEE" -- which means (a) Each Lender shall have a commercial bank having total assets in excess of One Billion Dollars ($1,000,000,000) or (b) a finance company, insurance company or other financial institution or fund, acceptable to the right at any timeAgent, that is regularly engaged in making, purchasing or investing in loans and has total assets in excess of One Billion Dollars ($1,000,000,000), in each case with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, and the Borrower Company (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation); provided that (1) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, no such assignment shall be of result in 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 having an aggregate Committed Sum of less than Five Million Dollars (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit5,000,000), (ii2) neither the assignee Lender Company nor the Agent shall have Commitmentsany obligation to consent to there being more than a total of ten (10) Lenders (a participant is not a Lender), outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii3) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F of EXHIBIT F, with the assignor to exchange its Senior Credit Note(s) for new Senior Credit Note(s) and the Eligible Assignee to receive new Senior Credit Note(s) and with the assignor to have no further right or in such other form acceptable obligation with respect 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 rights and obligations assigned to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the Eligible Assignee. The Company agrees to cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process, including the issuance of new Senior Credit Note(s) to the assignor (if retaining an interest hereunder) and the Eligible Assignee immediately upon delivery to the Company of the assignor's Senior Credit Note(s). Upon such assignment, the assignee Lendershall be a Lender for all purposes under this Agreement and the other Facilities Papers, if the assignment is an assignment of all of the assignor's interest in the Loan and its security, the assignor shall be 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 (iv) the assigning Lender shall pay parties agree to the Administrative Agent a processing fee approve in writing revised and updated versions of $3,500 SCHEDULES LC and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignmentFS.

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 10.3(b), to (i) any timeLender or any affiliate or Subsidiary of a Lender, with or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the prior consent of Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, with the approval of the Borrower (which consent approval in the case of the Borrower a commercial bank or financial institution shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, and which consent if less, the remaining amount of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries Commitment being assigned by such Lender) of the assigning Lender's ultimate parent corporationCommitments and in integral multiples of $1,000,000 above such amount and (ii) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, each such assignment (other than Competitive Loans) shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) of the assigning all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Loan Documents; provided, however, that Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in order the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to make the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (i) unless and after notice to, and (to the assigning Lender is assigning extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. Along such lines the Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as Exhibit F follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other form acceptable 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) executed by , 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 Lender or Lenders, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir 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 (including without limitation the requirements of Section 3.13).

Assignments. (a) Each It is understood and agreed that each Lender shall have the right to assign at any timetime all or any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan to any Person, with provided that: (i) each such assignment shall be in a minimum amount of $1,000,000 (or, if less, in a minimum amount equal to all of such Lender's Commitment and interests in the prior consent risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, the Borrower (which Parent, shall have consented to such assignment, each such consent not to be unreasonably withheld; provided that the consent of the Borrower Administrative Agent and the Parent shall not be unreasonably withheld or delayedrequired, and which consent of the Borrower minimum assignment amount shall not be required with respect apply, if the assignment is to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning a Lender, together with an equivalent percentage Affiliate of its obligation to make Loans and participate in Letters of Credit) to one a Lender or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, an Approved Fund so long as such assignment shall be of a fixed percentage would not result in increased costs to the Borrowers hereunder; and (iii) the proposed assignee 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 execute and interests in Letters of Credit, deliver to the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans Administrative Agent and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans Borrowers hereunder an Assignment and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially Acceptance in the form attached hereto as Exhibit F or D (in each case, an "Assignment and Acceptance"). Upon the execution and delivery of such other Assignment and Acceptance, (A) to the extent applicable, the Borrowers, if requested, shall issue to the assignee applicable Notes in the amount of such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially the form acceptable of the Notes executed and delivered to the Lenders on the Effective Date and, if applicable, the assignor shall return to the Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a processing and recordation fee of $3,500 to the Administrative Agent) executed ; provided that only one such fee shall be payable in the event of simultaneous assignments to or by such assigning Lender, such assignee Lender two 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, 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 assignmentmore Approved Funds.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, and the Borrower (which consent of the Borrower consent, in each case, shall not be unreasonably withheld withheld) at any time assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNote; provided, however, that in order to make any such assignment (i) unless no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000.00 and after giving effect to such assignment the assigning Lender is assigning all of its Commitmentsretains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding Loans and interests in Letters of Creditprincipal balance, the assigning Lender shall retain at least $10,000,000 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 $5,000,00010,000,000.00, and (iii) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment as Exhibit F or set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the Administrative Agent) executed by such assigning consummation of any assignment pursuant to this subsection (c), the transferor Lender, such assignee Lender or Lenders, the Administrative Agent andand the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, if required as provided aboveappropriate. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 and 4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any out-of-pocket attorneys' fees and expenses incurred interest in any Loan held by it hereunder to the Administrative Agent in connection with Borrower, or any such assignmentof its respective Affiliates or subsidiaries.

Assignments. (a) Each Lender may assign all or a portion of its rights and obligations hereunder (including, without limitation, all or a portion of its Ratable Portion of Obligations and its Commitments), pursuant to an assignment agreement substantially in the form of Exhibit F, to (i) a Lender, (ii) an affiliate of a Lender, (iii) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor, or (iv) any other Person that (A) is a bank, financial institution, commercial lender or institutional investor, (B) such Person shall have the right at any time, with the prior consent of be reasonably acceptable to the Administrative Agent andAgent, and (C) so long as no Default or Event of Default then existshas occurred and is continuing, such Person shall be reasonably acceptable to the Borrower (which the consent of the Borrower shall not to be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to (I) a Lender, (II) an affiliate of a Lender and which consent (III) any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor) shall be in a minimum aggregate amount of $2,000,000 (or, if less, the remaining amount of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held Commitments being assigned by such assigning Lender, together with an equivalent percentage of its obligation to make Loans ); and participate in Letters of Credit(ii) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) of the assigning all such Lender's rights and obligations under this Agreement. Any assignment hereunder shall be effective upon delivery to the Loan DocumentsAdministrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below; provided, however, that no such fee shall be payable in order the case of an assignment to make another Lender, an affiliate of a Lender or any fund that invests in bank loans and is managed by an investment advisor to a Lender or an affiliate of such investment advisor; provided, further, that in the case of contemporaneous assignments by a Lender to more than one fund managed by the same investment advisor (which funds are not then Lenders), only a single assignment fee of $3,500 shall be payable for all such contemporaneous assignments. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (i) unless and after notice to, and (to the assigning Lender is assigning extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of its Commitmentsthis Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. The Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.03(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 Exhibit F follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the other Credit Documents and such other form acceptable 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) executed by , such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents; (vi) such assignee Lender or Lenders, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then existsSubject to Section 12.13, the Borrower (which consent of the Borrower shall not be unreasonably withheld Lenders collectively or delayed, and which consent of the Borrower shall not be required with respect individually may assign to assignments to Lenders one or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more Assignees all or any part a portion of its their respective rights and obligations under this Agreement (an undivided portion thereof corresponding to the Loan Documents (includingportion of the Commitment being assigned) by way of Assignment. The parties to each such Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Borrower, without limitationand to the Agent for its consent and recording in the Register and, except in the indebtedness evidenced case of an Assignment by the Notes Lenders collectively or an Assignment by a Lender to an affiliate of that Lender, shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Agent. After such execution, delivery, consent and recording the Assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and the assigning Lender thereunder shall, to the 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 held by such in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto. (b) The agreements of an Assignee contained in an Assignment Agreement shall benefit the Loan Documents; providedassigning Lender thereunder, howeverthe other Lenders, that the Agent and the Borrower in order accordance with the terms of the Assignment Agreement. (c) The Agent shall maintain at its address referred to make herein a copy of each Assignment Agreement delivered and consented to by the Lender and, where required, by the Borrower and a register for recording the names and addresses of the Lenders and the Commitment of each Lender from time to time (the “Register”). The entries in the Register shall 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 Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by any Lender or the Borrower at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment Agreement executed by an assigning Lender and an Assignee and approved by the Agent, and, where required, by the Borrower, the Agent shall, if the Assignment Agreement has been completed and is in the required form with such assignment immaterial changes as are acceptable to the Agent: (i) unless record the assigning Lender is assigning all of its Commitments, outstanding Loans and interests information contained therein in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, Register; and (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 give prompt notice thereof to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, other Lenders and the Borrower, which agreement shall specify in each instance the portion and provide them with an updated version 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 (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 assignmentSchedule 5.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, and the Borrower (which consent of the Borrower in each case, shall not be unreasonably withheld withheld) at any time assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender is assigning all of its Commitmentsretains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding Loans and interests in Letters of Creditprincipal balance, the assigning Lender shall retain at least $10,000,000 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 $5,000,00010,000,000, and (iii) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment as Exhibit F or set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Administrative Agent) executed by Assignee and such assigning transferor Lender, as appropriate. In connection with any such assignee Lender or Lendersassignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the Borrower and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignmentRequisite Lenders.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which such consent of the Borrower shall not to be unreasonably withheld withheld) at any time assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment : (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (unless the assigning Lender Lender’s entire interest is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, being assigned) after giving effect to such assignment the assigning Lender shall retain at least $10,000,000 in unused Commitmentsretains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding Loans and interests in Letters of Creditprincipal balance, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,00010,000,000; (ii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof); and (iii) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Revolving Commitment and/or Loans, as Exhibit F or the case may be, as set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements so the new Notes are issued to the Administrative Agent) executed by Assignee and such assigning transferor 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 Lenderappropriate, 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 update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to Administrative Agent an administrative fee for processing such assignment in the amount of Four Thousand Five Hundred Dollars ($4,500). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower or any of its Affiliates.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent andand the Borrower (which consent in each case, so long as shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an "Assignee") all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) no such consent by the Administrative Agent shall be required in the case of an assignment to another Lender; (iii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iv) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof), (v) each such assignment shall be effected by means of an Assignment and Assumption Agreement, and (vi) so long as the Commitments remain in effect, after giving effect to any such assignment by the Lender then existsacting as the Administrative Agent, the Borrower Lender then acting as Administrative Agent shall retain a Commitment greater than or equal to the Commitment of each other Lender as of the Effective Date unless the Requisite Lenders consent otherwise (which consent of the Borrower shall not be unreasonably withheld or delayed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender party to this Agreement and which consent of shall have all the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under of a Lender with a Revolving Commitment and/or Loans, as the Loan Documents case may be, as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (including, without limitationc), the indebtedness evidenced by the Notes then held by such assigning transferor Lender, together with an equivalent percentage of its 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 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, the assigning Lender shall retain at least $10,000,000 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 andand the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, if required as provided aboveappropriate, and shall update Schedule I attached hereto. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 and 4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any out-of-pocket attorneys' fees and expenses incurred interest in any Loan held by it hereunder to the Administrative Agent in connection with Borrower, or any such assignmentof its respective affiliates or Subsidiaries.

Assignments. (a) Each In addition to the assignments permitted by Section 11.3(a), each Lender shall have the right at any timemay, with the prior written consent of the Borrowers and the Administrative Agent and, so long as (provided that no Default or Event of Default then exists, the Borrower (which consent of the Borrower Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part a portion of its rights and obligations under hereunder pursuant to an assignment agreement substantially in the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage form of its obligation to make Loans and participate in Letters of Credit) Exhibit 11.3 to one or more commercial banks Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $10,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or other financial institutions or investors, provided that, unless otherwise agreed to the remaining amount of Commitments held by the Administrative Agent, such Lender) and (ii) each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) all of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to make 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 (i) unless assignment, the assigning Lender is assigning assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. The Borrowers agree that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as Exhibit F follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other form acceptable 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) executed by , 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 Lender or Lenders, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. A Lender (aan “Assignor”) Each Lender shall have the right may at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign time sell all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) hereunder to one or more commercial banks or persons (other financial institutions or investorsthan individuals) (each, provided thatan “Assignee”) in respect of an aggregate amount of Commitment exceeding C$10 million. Upon such sale, unless otherwise agreed the Assignor shall, to by the Administrative Agentextent of such sale, such assignment be released from its obligations hereunder and each of the Assignees shall be become a party hereto to the extent of the interest so purchased, having the rights of a fixed percentage (Lender and the benefit of section 9.5. Any such sale by an Assignor shall not by its terms of varying percentage) of the assigning Lender's rights be effective unless and obligations under the Loan Documents; provided, however, that in order to make any such assignment until (i) (unless such sale is to a Related Fund or an affiliate of the assigning Lender is assigning all Assignor) the Assignor has paid to the Administrative Agent an assignment fee in the amount of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of CreditC$3,500, (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 (Assignee has executed an instrument substantially in the form attached of schedule 5 annexed hereto whereby such Assignee has agreed to be bound by the terms hereof as Exhibit F or a Lender and has agreed to specific Commitments under the Credit Facility and a specific address and telefacsimile number for the purpose of notices as provided in section 12.3, and (iii) a copy of a fully executed copy of such other form acceptable instrument has been delivered to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, each of the Administrative Agent and, if required as provided above, and the Borrower. Upon any such sale becoming effective, which agreement schedule 1 annexed hereto shall specify in each instance the portion of the Obligations which are be deemed to be assigned amended to include the assignee Assignee as a Lender including the specific Commitments, Lending Office, address and the portion of telefacsimile number as aforesaid and the Commitments of the assigning Lender Assignor shall be deemed to be assumed reduced by the assignee Lenderamount of the Commitments assigned to the Assignee. No Lender (including an Assignee) shall, and (ivafter an assignment made pursuant to this section 12.7(4), hold an amount of Commitment less than C$10 million unless such Lender has assigned the entire amount of its Commitments. Except with respect to an assignment to an affiliate or a Related Fund, any assignment pursuant to this section 12.7(4) shall require the assigning Lender shall pay to prior or concurrent written acknowledgement of the Administrative Agent a processing fee and (unless an Event of $3,500 Default has occurred and any out-of-pocket attorneys' fees and expenses incurred by is continuing) the Administrative Agent in connection with any such assignmentprior written consent of the Borrower, neither of which will be unreasonably withheld.

Assignments. (a) Each Lender Bank shall have the right at any time, time to assign with the prior consent of Conseco (on behalf of the Borrowers) and the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall consent, in each case, will not unreasonably be unreasonably withheld or delayedwithheld), and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign any Eligible Assignee, all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning LenderBank's rights and obligations under the this Agreement and each other Loan DocumentsDocument including its rights in respect of its Loans and Notes, if any; provided, however, that no such consent of Conseco (on behalf of the Borrowers) shall be required where any Event of Default as to Conseco, CIHC, or any CCPA Pledgor has occurred and shall be continuing. Any such assignment shall be pursuant to an assignment agreement, substantially in order the form of Exhibit H (an "Assignment Agreement"), duly executed by such Bank and the Eligible Assignee, and acknowledged by the Administrative Agent. Notwithstanding the foregoing, each Bank may make assignments to make its Affiliates or to any Federal Reserve Bank without obtaining consent of the Administrative Agent. (b) Each assignment shall be pro rata with respect to all rights and obligations of the assigning Bank including the Loans and the Notes, if any. Each assignment shall be in an amount equal to or in excess of $5,000,000 (except for assignments of the entire unpaid balance, if less than $5,000,000, of the Loans of a Bank or assignments to existing Banks). In the case of any such assignment, upon the fulfillment of the conditions in Section 12.1(c), this Agreement shall be deemed to be amended to the extent, and only to the extent, necessary to reflect the addition of such Eligible Assignee, and such Eligible Assignee shall for all purposes be a Bank party hereto and shall have, to the extent of such assignment, the same rights and obligations as a Bank hereunder. (c) An assignment shall become effective hereunder when all of the following shall have occurred: (i) unless the Assignment Agreement shall have been executed by the assigning Lender is assigning all of its Commitments, outstanding Loans Bank and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, Eligible Assignee, (ii) the assignee Lender Assignment Agreement shall have Commitments, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced been acknowledged 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 abovewhere applicable, the Borrower, which agreement shall specify in each instance the portion by Conseco (on behalf of the Obligations which are to be assigned Borrowers), (iii) either the assigning Bank or the Eligible Assignee shall have paid a processing fee of $3,000 to the assignee Lender Administrative Agent for its own account; provided that the Eligible Assignee shall be solely responsible for such processing fee with respect to any assignment pursuant to Sections 5.8 and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lender13.2, and and (iv) the assigning Lender shall pay to Bank and the Administrative Agent shall have agreed upon a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by date upon which such assignment shall become effective. Upon such assignment becoming effective, the Administrative Agent shall forward all payments of interest, principal, fees and other amounts that would have been made to the assigning Bank, in connection with proportion to the percentage of the assigning Bank's rights transferred, to the Eligible Assignee. (d) Upon the effectiveness of any assignment, the assigning Bank shall be relieved from its obligations hereunder to the extent of the obligations so assigned (except to the extent, if any, that any Borrower, any other Bank or the Administrative Agent have rights against such assigning Bank as a result of any default by such Bank under this Agreement). Promptly following the effectiveness of each assignment, the Administrative Agent shall furnish to the Borrowers and each Bank a revised Schedule 2.1, revised to reflect such assignment.

Assignments. (a) Each Any Lender shall have the right may at any timetime assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans, with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower Representative (which consent of the Borrower consents shall not be unreasonably withheld or delayed, delayed and which consent of the Borrower shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with respect such Lender in connection with the interests so assigned to assignments an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to Lenders the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder of any Debt that is secured by liens or security interests that have been contractually subordinated to financial institutions which are wholly-owned Subsidiaries the liens and security interests securing the Obligations, or any Affiliate of any of the assigning Lender's ultimate parent corporation) to assign all or foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any part of event, if granted, may be conditioned on such terms and conditions as Agent shall require in its rights and obligations under the Loan Documents (sole discretion, including, without limitation, a limitation on the indebtedness evidenced by the Notes then aggregate amount of Loans which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower Representative has expressly objected to such assignment within five (5) Business Days after receipt of written notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, together with an equivalent percentage of its obligation to make Loans the extent that rights and participate in Letters of Credit) obligations hereunder have been assigned by it pursuant to one or more commercial banks or other financial institutions or investorsthe applicable Assignment and Assumption, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of a fixed percentage the Assignee (and not by its terms of varying percentage) of and, as applicable, the assigning Lender's rights ) pursuant to an effective Assignment and obligations under Assumption, Borrowers shall execute and deliver to Agent for delivery to the Loan Documents; providedAssignee (and, howeveras applicable, that in order to make any such assignment (i) unless the assigning Lender is Lender) a promissory note in the principal amount of the Assignee’s Term Loan (and, as applicable, a promissory note in the principal amount of the Term Loan retained by the assigning all Lender). Upon receipt by Agent of its Commitments, outstanding Loans and interests in Letters of Creditsuch promissory note(s), the assigning Lender shall retain at least $10,000,000 in unused Commitmentsreturn to Borrowers any prior promissory note held by it. (c) Agent shall, outstanding Loans as a non-fiduciary agent of B▇▇▇▇▇▇▇▇, maintain a copy of each Assignment and interests in Letters Assumption delivered and accepted by it and register (the “Register”) for the recordation of Credit, (ii) names and addresses of the assignee Lenders and principal and stated interest of each Loan owing to each Lender shall have Commitments, outstanding Loans from time to time and interests in Letters of Credit of at least $5,000,000, (iii) each whether such Lender is the original Lender or the Assignee. No assignment shall be evidenced by a written agreement (substantially effective unless and until the Assignment and Assumption is accepted and registered in the form attached hereto Register. All records of transfer of a L▇▇▇▇▇’s interest in the Register shall be conclusive, absent manifest error, 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 ownership of the Obligations which are interests in the Loans. Agent shall not incur any liability of any kind with respect to be assigned any Lender with respect to the assignee Lender and the portion maintenance of the Commitments Register. Each Lender granting a participation shall, as a non-fiduciary agent of the assigning Lender Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in “registered form” for the purposes of the Code. This Section shall be assumed by construed so that the assignee Lender, and (iv) Loans are at all times maintained in “registered form” for the assigning Lender shall pay to purpose of the Administrative Agent a processing fee of $3,500 Code and any out-of-pocket attorneys' fees related regulations (and expenses incurred by the Administrative Agent in connection with any such assignmentsuccessor provisions).

Assignments. (a) Each Any Lender shall have the right may at any timetime assign to one or more Persons (any such Person, an “Assignee”) all or any portion of such Lender’s Loans, with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower Representative (which consent of the Borrower consents shall not be unreasonably withheld or delayed, delayed and which consent of the Borrower shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). The Loan Parties and Agent shall be entitled to continue to deal solely and directly with respect such Lender in connection with the interests so assigned to assignments an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to Lenders the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder of any Debt that is secured by liens or security interests that have been contractually subordinated to financial institutions which are wholly-owned Subsidiaries the liens and security interests securing the Obligations, or any Affiliate of any of the assigning Lender's ultimate parent corporation) to assign all or foregoing Persons without the prior written consent of Agent, which consent may be withheld in Agent’s sole discretion and, in any part of event, if granted, may be conditioned on such terms and conditions as Agent shall require in its rights and obligations under the Loan Documents (sole discretion, including, without limitation, a limitation on the indebtedness evidenced by the Notes then aggregate amount of Loans which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower Representative has expressly objected to such assignment within five (5) Business Days after receipt of written notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to the applicable Assignment and Assumption, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, together with an equivalent percentage of its obligation to make Loans the extent that rights and participate in Letters of Credit) obligations hereunder have been assigned by it pursuant to one or more commercial banks or other financial institutions or investorsthe applicable Assignment and Assumption, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of a fixed percentage the Assignee (and not by its terms of varying percentage) of and, as applicable, the assigning Lender's rights ) pursuant to an effective Assignment and obligations under Assumption, Borrowers shall execute and deliver to Agent for delivery to the Loan Documents; providedAssignee (and, howeveras applicable, that in order to make any such assignment (i) unless the assigning Lender is Lender) a promissory note in the principal amount of the Assignee’s Term Loan (and, as applicable, a promissory note in the principal amount of the Term Loan retained by the assigning all Lender). Upon receipt by Agent of its Commitments, outstanding Loans and interests in Letters of Creditsuch promissory note(s), the assigning Lender shall retain at least $10,000,000 in unused Commitmentsreturn to Borrowers any prior promissory note held by it. (c) Agent shall, outstanding Loans as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and interests in Letters Assumption delivered and accepted by it and register (the “Register”) for the recordation of Credit, (ii) names and addresses of the assignee Lenders and principal and stated interest of each Loan owing to each Lender shall have Commitments, outstanding Loans from time to time and interests in Letters of Credit of at least $5,000,000, (iii) each whether such Lender is the original Lender or the Assignee. No assignment shall be evidenced by a written agreement (substantially effective unless and until the Assignment and Assumption is accepted and registered in the form attached hereto Register. All records of transfer of a Lender’s interest in the Register shall be conclusive, absent manifest error, 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 ownership of the Obligations which are interests in the Loans. Agent shall not incur any liability of any kind with respect to be assigned any Lender with respect to the assignee Lender and the portion maintenance of the Commitments Register. Each Lender granting a participation shall, as a non-fiduciary agent of the assigning Lender Borrowers, maintain a register containing information similar to that of the Register in a manner such that the loans hereunder are in “registered form” for the purposes of the Code. This Section shall be assumed by construed so that the assignee Lender, and (iv) Loans are at all times maintained in “registered form” for the assigning Lender shall pay to purpose of the Administrative Agent a processing fee of $3,500 Code and any out-of-pocket attorneys' fees related regulations (and expenses incurred by the Administrative Agent in connection with any such assignmentsuccessor provisions).

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 10.3(b), to (i) any timeLender or any Affiliate or Subsidiary of a Lender, with the prior consent or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Administrative Agent andSecurities and Exchange Commission) that, so long as no Default or Event of Default then existshas occurred and is continuing, is reasonably acceptable to the Borrower Borrower; provided that (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationi) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 (iother than any assignment to an existing Lender) unless the assigning Lender is assigning all shall be in a minimum aggregate amount of its Commitments$5,000,000 (or, outstanding Loans and interests in Letters of Creditif less, the assigning Lender shall retain at least remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit1,000,000 above such amount, (ii) the assignee so long as no Event of Default has occurred and is continuing, no Lender shall have Commitments, outstanding Loans assign more than 50% of such Lender's original Commitment and interests in Letters of Credit of at least $5,000,000, (iii) each such assignment shall be evidenced by of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests 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 original Note (but with notation thereon that it is given in substitution for and the portion replacement of the Commitments of original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to be assumed confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its respective Affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the 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; (ivvi) such assignee appoints and authorizes the assigning Lender shall pay 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 a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 11.3(b), to (i) any timeLender or any Affiliate or Subsidiary of a Lender, with or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the prior consent of Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, the Borrower Borrower; provided that (which consent i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Borrower shall not be unreasonably withheld or delayed, and which consent Commitment being assigned by such Lender) of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries Commitments and in integral multiples of the assigning Lender's ultimate parent corporation$1,000,000 above such amount and (ii) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) of the assigning all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Loan Documents; provided, however, that Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in order the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to make the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (i) unless and after notice to, and (to the assigning Lender is assigning extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. Along such lines the Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as Exhibit F follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other form acceptable 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) executed by , 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 Lender or Lenders, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Any Lender shall have the right may at any timetime assign to one or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”) all or any portion of such L▇▇▇▇▇’s Loans and Commitments, with the prior written consent of the Administrative Agent Agent, and, so long as no Default or Event of Default then existshas occurred and is continuing, the Borrower (which consent of the Borrower consents shall not be unreasonably withheld or delayed), provided, however, that no such consent(s) shall be required: (i) from Borrower for an assignment by a Lender to another Lender, an Affiliate of a Lender, an Approved Fund of a Lender, or any other financial institution (other than a vulture or distressed debt fund) that invests in commercial loans in the ordinary course of its business, but such L▇▇▇▇▇ 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, 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 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 which consent the grant by SWK of a security interest in, all of SWK’s right, title and interest in, to and under each of the Borrower Loan Documents, including, without limitation, all of SWK’s rights and interests in, to and under this Agreement, the Obligations and the Collateral (collectively, the “Assigned Rights”), to a Permitted Assignee, provided that no such collateral assignment shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries release SWK from any of its obligations under any of the assigning Lender's ultimate parent corporation) 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 assign all Borrower, SWK and the other Lenders, shall be entitled to substitute itself, or its designee, for SWK as a Lender under this Agreement. For purposes hereof, the term “Permitted Assignee” shall mean any part lender to or funding source of SWK or its rights and obligations under the Loan Documents Affiliate, together with its successors, assigns or designees (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks any purchaser 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) assignee of the assigning Lender's rights and obligations Assigned Rights from such Person). Effective immediately upon the replacement of SWK as a Lender 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, the assigning Lender shall retain at least $10,000,000 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 this Agreement by a Permitted Assignee in accordance with this clause (v), SWK shall automatically be deemed to have resigned as Agent pursuant to Section 9.9 of this Agreement (without the need for Agent giving advance written agreement (substantially in the form attached hereto notice of such resignation as Exhibit F or in required pursuant to 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 LenderSection 9.9), and (iv) the assigning Lender Required Lenders shall pay to the Administrative Agent appoint a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative successor Agent in connection accordance with any such assignmentSection 9.9 of this Agreement.

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 11.3(b), to (i) any timeLender or any Affiliate or Subsidiary of a Lender, with or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the prior consent of Securities and Exchange Commission) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, the Borrower Borrower; provided that (which consent i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Borrower shall not be unreasonably withheld or delayed, and which consent Commitment being assigned by such Lender) of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries Commitments and in integral multiples of the assigning Lender's ultimate parent corporation$1,000,000 above such amount and (ii) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) of the assigning all such Lender's rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Loan Documents; provided, however, that Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable by the Assigning Lender to the Administrative Agent for its own account from and after the later of (i) the effective date specified in order the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to make the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (i) unless and after notice to, and (to the assigning Lender is assigning extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. Along such lines the Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as Exhibit F follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other form acceptable 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) executed by , 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 Lender or Lenders, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower consent, in each case, shall not be unreasonably withheld or delayed, and which consent of withheld; provided that the Borrower shall not be required with respect deemed to assignments have consented to Lenders any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign to one or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its Commitment and its other rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless no such consent of the assigning Borrower or the Administrative Agent shall be required in the case of any assignment to another Lender is assigning all or to any affiliate of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credita Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assignee assigning Lender shall retains a Commitment, or if the Commitments have Commitmentsbeen terminated, holds Notes having an aggregate outstanding Loans and interests in Letters of Credit principal balance, of at least $5,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment and/or Loans, as Exhibit F or the case may be, as set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the Administrative Agent) executed by such assigning consummation of any assignment pursuant to this subsection (c), the transferor Lender, such assignee Lender or Lenders, the Administrative Agent andand the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, if required as provided aboveappropriate, and shall update Schedule I attached hereto. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 and 4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any out-of-pocket attorneys' fees and expenses incurred interest in any Loan held by it hereunder to the Administrative Agent in connection with Borrower, or any such assignmentof its respective affiliates or Subsidiaries.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default may assign to one or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more Eligible Assignees all or any part a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage all or a portion of its obligation to make Loans Advances 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 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 DocumentsCommitment); provided, however, that in order to make any such assignment that: (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender each such assignment shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, be to an Eligible Assignee; (ii) except in the assignee case of an assignment to another Lender, an Approved Fund of any Lender or an Affiliate of any Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, any such partial assignment shall have Commitments, outstanding Loans and interests be in Letters of Credit of an amount at least equal to $5,000,0005,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment by a Lender shall be evidenced by of 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 Lenderconstant and not varying, such assignee Lender or Lenders, the Administrative Agent percentage of all of its rights and obligations under this Agreement; 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, and (iv) the assigning Lender parties to such assignment shall pay execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement together with a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent (other than in connection with any assignment to a Lender, an Approved Fund of any Lender or an Affiliate of such Lender) from the assignor of $3,500. 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 subsection (b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new promissory notes evidencing Advances are issued to the assignor and 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 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 subsection (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 represents and warrants that it is legally authorized to enter into such Assignment Agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender 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 Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (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 Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations that by the terms of this Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which permitted to assign this Amended Agreement without the prior written consent of the Borrower Lender and any purported assignment in violation of this Section 13.01 shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationnull and void. (b) to Lender may at any time assign all or any part of its rights and obligations under the Loan Documents hereunder in whole or in part (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with each an equivalent percentage of its 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 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“Assignee”); provided, however, that to the extent rights and obligations hereunder are assigned to more than one Assignee, Agent shall be designated as the agent of all Assignees and any and all obligations of Borrower under this Amended Agreement shall thereafter be coordinated through such agent so that Borrower shall not be required to perform its obligations hereunder for, or on behalf of, multiple Assignees. (c) The parties to each assignment shall execute and deliver to Borrower a written instrument of assignment in order the form set forth in Exhibit L, containing the agreement of the assignee to make any such be bound by the terms of this Amended Agreement (an “Assignment and Acceptance”). Upon the effectiveness of a permitted assignment hereunder, (i) unless each reference in this Amended Agreement to “Lender” shall be deemed to be a reference to the assigning Lender is assigning all assignor and the assignee to the extent of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credittheir respective interests, (ii) the such assignee shall be a Lender party to this Amended Agreement and shall have Commitments, outstanding Loans all the rights and interests in Letters obligations of Credit of at least $5,000,000, a Lender and (iii) each such assignment the assignor shall be evidenced released from its obligations hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (d) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a written agreement (substantially pro rata basis among the Lenders according to their proportionate interests in the form attached hereto as Exhibit F applicable Loans. (e) Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including new Notes in exchange for the Notes held by the Lender. (f) Except in the case of an assignment to a Lender or in such other form acceptable to an Affiliate of a Lender or an assignment of the Administrative Agent) executed by such entire remaining amount of the assigning Lender, such assignee Lender or Lenders’s Loans of any Tranche, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion amount of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Borrower) shall not be assumed by the assignee Lenderless than [*****] unless Borrower otherwise consents, provided that no such consent of Borrower shall be required if a Default has occurred 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 assignmentis continuing.

Assignments. (a) Each Any Lender shall have the right may at any timetime assign to one or more Persons (any such Person, an “Assignee”) all or any portion of that ▇▇▇▇▇▇’s Loans and Commitments, with the prior written consent of Administrative Agent, the Administrative Agent Issuing Lenders (for an assignment of the Revolving Loans and the Revolving Commitments at any time the commitment to issue Letters of Credit hereunder exceeds $0) and, so long as no Default or Event of Default then exists, the Borrower Representative (which consent of the Borrower shall Representative may not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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, such consent of Borrower Representative shall not be required (i) for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or (ii) during the existence of an Event of Default; provided further that in order the Borrower Representative shall be deemed to make 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. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal to $1,000,000 (which minimum will be $500,000 if the assignment is to an Affiliate of the assigning Lender) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrowers and Administrative Agent will be entitled to continue to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of Exhibit C (an “Assignment Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of that assignment Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than Borrowers are then obligated to pay to the assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay any such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 will be treated as the sale of a participation under Section 15.6.2. Borrower Representative will be deemed to have granted its consent to any assignment requiring its consent under this Agreement unless Borrower Representative has expressly objected to that assignment within three Business Days after notice thereof. (b) From and after the date on which the conditions described above have been met, (i) unless the Assignee will be deemed automatically to have become a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to that Assignee pursuant to the Assignment Agreement, will have the rights and obligations of a Lender under this Agreement, and (ii) the assigning Lender is Lender, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to that Assignment Agreement, will be released from its rights (other than its indemnification rights) and obligations under this Agreement. Upon the request of the Assignee (and, as applicable, the assigning all Lender) pursuant to an effective Assignment Agreement, Borrowers shall execute and deliver to Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) one or more Notes in accordance with Section 3.1 to reflect the amounts assigned to that Assignee and the amounts, if any, retained by the assigning Lender. Each such Note will be dated the effective date of its Commitments, outstanding Loans and interests in Letters the applicable assignment. Upon receipt by Administrative Agent of Creditany such Note, the assigning Lender shall retain return to Borrower Representative any applicable prior Note held by it. (c) Any Lender may at least $10,000,000 any time pledge or assign a security interest in unused Commitments, outstanding Loans and interests in Letters all or any portion of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters its rights under this Agreement to secure obligations 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 that Lender, such assignee Lender including any pledge 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 assignment to be assigned secure obligations to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lendera Federal Reserve Bank, and (iv) the assigning Lender shall pay this Section 15.6.1 will not apply 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 assignmentpledge or assignment of a security interest. No such pledge or assignment of a security interest will release a Lender from any of its obligations under this Agreement or substitute any such pledgee or assignee for that Lender as a party to this Agreement

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationwithheld) to assign sell, assign, transfer or negotiate all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 assignment, (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of CreditCredit Obligations, the assigning Lender shall retain at least $10,000,000 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 (ivv) 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 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 (ii) disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancements to such SPV.

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 11.3(b), to (i) any timeLender or any Affiliate or Subsidiary of a Lender, with the prior consent or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Administrative Securities and Exchange Commission) reasonably acceptable to the Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, the Borrower Borrower; provided that (which consent i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Borrower shall not be unreasonably withheld or delayed, and which consent Commitment being assigned by such Lender) of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries Commitments and in integral multiples of the assigning Lender's ultimate parent corporation$1,000,000 above such amount and (ii) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) of the assigning all such Lender's rights and obligations under this Credit Agreement. For purposes of the Loan Documents; providedBorrower's acceptance of the proposed assignee in clause (ii) of the foregoing sentence, howeverthe Borrower shall have been deemed to accept any such assignee unless the Borrower provides to the Agent and such assigning Lender, that written notice of the Borrower's objection to the assignment setting forth the specific reasons for its objection, such notice to be delivered no later than three (3) Business Days after the Borrower receives notice of the requested assignment (as set forth below). Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in order the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to make the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (i) unless and after notice to, and (to the assigning Lender is assigning extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. Along such lines the Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 original Note (but with notation thereon that it is given in substitution for and the portion replacement of the Commitments of original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender to be assumed by thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the 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; (ivvi) such assignee appoints and authorizes the assigning Lender shall pay 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 a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the right at form of Schedule 10.3(b), to (i) any timeLender or any Affiliate or Subsidiary of a Lender, with or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the prior consent of Securities and Exchange Commission) that is reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default then existshas occurred and is continuing, is reasonably acceptable to the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) so long as no Event of Default has occurred and is continuing, no Lender shall assign more than 50% of such Lender's original aggregate Commitments without the written consent of the Borrower. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (which consent but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 10.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower shall not be unreasonably withheld or delayedany of its respective Affiliates or the performance or observance by the Borrower of any of its obligations under this Credit Agreement, and which consent any of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all other Credit Documents or any part other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of its rights and obligations under the Loan Documents (including, without limitationthis Credit Agreement, the indebtedness evidenced by the Notes then held by other Credit Documents and such assigning Lender, together with an equivalent percentage of its obligation other documents and information as it has deemed appropriate to make Loans its own credit analysis and participate in Letters of Creditdecision to enter into such assignment agreement; (v) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by such assignee will independently and without reliance upon the Administrative Agent, such assignment assigning Lender or any other Lender, and based on such documents and information as it shall be of a fixed percentage (deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan other Credit Documents; provided, however, that in order to make any such assignment (ivi) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay 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 processing fee Lender. If the assignee is not a United States person under Section 7701(a)(30) of $3,500 the Code, it shall deliver to the Borrower and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent a valid certification as to exemption from deduction or withholding of taxes in connection accordance with any such assignmentSection 3.10.

Assignments. (a) Each Lender shall have Subject to and in accordance with Section 10.1, any Lessor Party may, in the right ordinary course of its business and in accordance with Applicable Law and at its own cost and expense, at any timetime and from time to time assign to any Eligible Assignee (each, with the prior consent of the Administrative Agent anda “Purchasing Lessor Party”), so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under this Agreement and the Loan Documents other Operative Agreements pursuant to an assignment and acceptance, in form and substance reasonably acceptable to the Agent, executed by such Purchasing Lessor Party, such assigning Lessor Party and the Agent and delivered to the Agent for its acceptance and recording in the Register; provided, that no such assignment to a Purchasing Lessor Party (includingother than any Lessor Party or any affiliate thereof) shall be in an aggregate advance amount less than $2,000,000 (other than in the case of an assignment of all of a Lessor Party’s interests under the Operative Agreements); provided, without limitationfurther, to the indebtedness evidenced extent no Default or Event of Default shall have occurred and be continuing, any such assignment (other than to a Lessor Party or its Affiliates) shall be subject to the consent (not to be unreasonably withheld or delayed) by the Notes then held by Lessee; provided, further, upon the occurrence and during the continuance of any Event of Default, (i) any Lessor Party may assign to any Person (regardless of whether such assigning Lender, together with Person is an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, Eligible Assignee; provided that, unless otherwise agreed in no event, shall any assignment be made to by the Administrative Agent, any competitor of any Credit Party even if an Event of Default has occurred) all or any part of such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's Lessor Party’s rights and obligations under the Loan DocumentsOperative Agreements pursuant to an assignment and acceptance, in form and substance reasonably satisfactory to the Agent, and (ii) there shall be no minimum aggregate advance amount required for any such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such assignment and acceptance, (x) the Purchasing Lessor Party thereunder shall be a party hereto and, to the extent provided in such assignment and acceptance, have the rights and obligations of a Lessor Party hereunder with a Lessor Parties Interest as set forth therein, and (y) the assigning Lessor Party thereunder shall, to the extent provided in 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 remaining portion of an assigning Lessor Party’s rights and obligations under the Operative Agreements, such assigning Lessor Party shall cease to be a party hereto). (b) Upon its receipt of an assignment and acceptance, in form and substance reasonably satisfactory to the Agent, executed by an assigning Lessor Party, a Purchasing Lessor Party and the Agent together with payment to the Agent of a registration and processing fee of $3,500 (which, subject to Section 5A.7(b), shall not be payable by the Construction Agent or the Lessee), the Agent shall (i) promptly accept such assignment and acceptance and (ii) promptly after the effective date determined pursuant thereto, record the information contained therein in the Register and give notice of such acceptance and recordation to the Lessee and the Lessor Parties. (c) Each Purchasing Lessor Party, by executing and delivering an assignment and acceptance, (i) agrees to execute and deliver to the Agent, as promptly as practicable, the documentation described in Section 11.2(e), as applicable; (ii) represents and warrants to the Lessee and the Agent that the form so delivered is true and accurate and that, as of the effective date of the assignment and acceptance, each of such Purchasing Lessor Party’s lending offices is entitled to receive payments of advance amount and Lessor Yield under or in respect of this Agreement without withholding or deduction for or on account of any U.S. Taxes; (iii) agrees to update the forms delivered pursuant to clause (i) if such forms expire or become obsolete or inaccurate unless an event has occurred which renders the relevant form inapplicable (it being understood that if the applicable form is not so delivered, payments under or in respect of the Operative Agreements may be subject to withholding and deduction and such Purchasing Lessor Party may not have any rights to indemnity for such withholding and deduction under Section 11.2(e) as provided therein); (iv) agrees to promptly notify the Lessee and the Agent in writing if it ceases to be entitled to receive payments of advance amount and Lessor Yield under or in respect of the Operative Agreements without withholding or deduction for or on account of any U.S. Taxes (it being understood that payments under or in respect of the Operative Agreements may be subject to withholding and deduction in such event); (v) acknowledges that in the event it ceases to be exempt from withholding and/or deduction of U.S. Taxes, the Agent may withhold and/or deduct the applicable amount from any payments to which such assignee Lessor Party would otherwise be entitled, without any liability to such assignee Lessor Party therefor; and (vi) agrees to indemnify the Lessee and the Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs or expenses that result from such assignee Lessor Party’s breach of any such representation, warranty or agreement; provided, however, that the foregoing provisions of this Section 10.5 shall not apply to any Purchasing Lessor Party to the extent it is not legally eligible to provide such forms and is entitled to indemnification from U.S. withholding taxes under Section 11.2(e) under the circumstances described in order clause (a) of Section 11.2(e)(i). (d) Any Lessor Party party to make this Agreement may, from time to time and without the consent of the Lessee or any such assignment (i) unless the assigning Lender is assigning all other Person, pledge or assign for security purposes any portion of its Commitments, outstanding Loans and Lessor Parties Interest or any other interests in Letters the Operative Agreements to any Federal Reserve Bank. (e) In connection with any assignment of Creditrights and obligations under the Operative Agreements of any Defaulting Lessor Party, the assigning Lender shall retain at least $10,000,000 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 no such assignment shall be evidenced by a written agreement (substantially effective unless and until, in the form attached hereto as Exhibit F or in such other form acceptable addition to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lendersother conditions thereto set forth herein, 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 parties to the assignee Lender and assignment shall make such additional payments to the portion of the Commitments of the assigning Lender to Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be assumed outright payment, purchases by the assignee Lenderof participations or subparticipations, or other compensating actions, including funding, with the consent of the Lessee and the Agent, the applicable Pro Rata Share of Lessor Advances previously requested but not funded by the Defaulting Lessor Party, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lessor Party to the Agent or any Lessor Party under any Operative Agreement (and interest accrued thereon) and (ivB) acquire (and fund as appropriate) its full Pro Rata Share of all Lessor Advances in accordance with the assigning Lender shall pay percentage corresponding to the Administrative Agent applicable Lessor Parties Commitment of the assignor. Notwithstanding the foregoing, in the event that any assignment of rights and obligations under the Operative Agreements of any Defaulting Lessor Party 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 processing fee Defaulting Lessor Party for all purposes of $3,500 the Operative Agreements until such compliance occurs. No assignment by a Defaulting Lessor Party will constitute a waiver or release of any claim of any party hereunder arising from that Lessor Party’s having been a Defaulting Lessor Party. Any assignment or transfer by a Lessor Party of rights or obligations under the Operative Agreements that does not comply with this subsection shall be treated for purposes of the Operative Agreements as a sale by such Lessor Party of a participation in such rights and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent obligations in connection accordance with any such assignmentthis Agreement.

Assignments. (a) Each Lender shall have the right Any Buyer may at any timetime assign in such Buyer’s rights and obligations hereunder and under the other Repurchase Documents by way of assignment to any Eligible Assignee in accordance with clause (d) of this Section 22.17, with the prior consent (and any other attempted assignment or transfer by any Buyer shall be deemed to be null and void). Each assignment by a Buyer of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part portion of its rights and obligations hereunder and under the Loan Documents (includingother Repurchase Documents, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of a fixed percentage (subject to the following terms 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 conditions: (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 in a minimum amount of the lesser of (x) Five Million Dollars ($5,000,000) or such lesser amount as the Agent shall agree and (y) the entire remaining amount of assigning Buyer’s Committed Sum; provided however that, after giving effect to such assignment, in no event shall the entire remaining amount (if any) of assigning Buyer’s Committed Sum be less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Buyer’s rights and obligations under this Agreement, and (iii) the parties to any assignment shall execute and deliver to Agent an Assignment and Assumption substantially (as determined by a written agreement (substantially Agent) in the form attached hereto as Exhibit F or in such other form E (with appropriate insertions acceptable to Agent), together with a processing and recordation fee in the Administrative Agent) executed by such amount, if any, required as set forth in the Assignment and Assumption. Until the Assignment and Assumption becomes effective in accordance with its terms, and Agent has confirmed that the assignment satisfies the requirements of this Section 22.17, the Seller and the Agent shall be entitled to continue to deal solely and directly with the assigning LenderBuyer in connection with the interest so assigned. From and after the effective date of each Assignment and Assumption that satisfies the requirements of this Section 22.17, the assignee thereunder shall be deemed to be a party to this Agreement, such assignee Lender or Lendersshall have the rights and obligations of a Buyer under this Agreement and the other Repurchase Documents (including without limitation the right to receive fees payable hereunder in respect of the period following such assignment) and the assigning Buyer shall relinquish its rights and be released from its obligations under this Agreement and the other Repurchase Documents. Upon request, the Administrative Agent and, if required as provided above, the Borrower, which agreement Seller shall specify in each instance the portion of the Obligations which are to be assigned execute and deliver to the assignee Lender and the portion of the Commitments of the assigning Lender Agent, documents reasonably necessary 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 assignmentassignment process;

Assignments. (a) Each Any Lender shall have the right at any time, may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then exists, and the Borrower (which consent of the Borrower in each case, shall not be unreasonably withheld withheld) at any time assign to one or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationmore Eligible Assignees (each an “Assignee”) to assign all or any part a portion of its rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender is assigning all of its Commitmentsretains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding Loans and interests in Letters of Creditprincipal balance, the assigning Lender shall retain at least $10,000,000 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 $5,000,00010,000,000, and (iii) each such assignment shall be evidenced 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 written agreement (substantially in Lender party to this Agreement and shall have all the form attached hereto rights and obligations of a Lender with a Commitment as Exhibit F or set forth in such other form acceptable Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Administrative Agent) executed by Assignee and such assigning transferor Lender, as appropriate. In connection with any such assignee Lender or Lendersassignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 and 4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any out-of-pocket attorneys' fees and expenses incurred interest in any Loan held by it hereunder to the Administrative Agent in connection with Borrower, or any such assignmentof its respective affiliates or Subsidiaries.

Assignments. (a) Each Any Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default may assign to one or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld more banks or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign other entities all or any part portion of its rights and obligations under the Loan Documents this Agreement (including, without limitationincluding all or a portion of its Revolving Commitment, the indebtedness evidenced by Advances owing to it, the Notes then held by such assigning Lenderit, together with an equivalent percentage if any, and the participation interest in the Letter of its obligation to make Loans and participate in Letters of CreditCredit Obligations held by it); provided, however, that (i) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, each such assignment shall be of a fixed percentage (constant, and not by its terms a varying, percentage of varying percentage) all of the assigning such Lender's ’s rights and obligations under the Loan Documents; provided, however, that this Agreement as a Lender and shall involve a ratable assignment of such Lender’s Revolving Commitment and such Lender’s Revolving Advances and shall be in 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, the assigning Lender shall retain at least an amount not less than $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit5,000,000, (ii) the amount of the resulting Revolving Commitment and Revolving Advances of the assigning Lender (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall have Commitments, outstanding Loans and interests in Letters of Credit of at least no event be less than $5,000,00010,000,000, (iii) each such assignment shall be evidenced by a written agreement to an Eligible Assignee, (substantially in iv) the form attached hereto as Exhibit F or in parties to each such other form acceptable assignment shall execute and deliver to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lendersfor its acceptance and recording in the Register, an Assignment and Acceptance, together with the Administrative Agent andapplicable Notes, if required as provided aboveany, the Borrowersubject to such assignment, which agreement shall specify in (v) 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 (iv) the assigning Lender Eligible Assignee shall pay to the Administrative Agent a processing fee of $3,500 4,000 administrative fee; and any out-of-pocket attorneys' fees and expenses incurred by (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in connection each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.8, 2.9, 2.11, 9.4, 9.7 and 9.15 with any respect to facts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which permitted to assign this Agreement without the prior written consent of the Borrower Lender and any purported assignment in violation of this Section 13.01(a) shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationnull and void. (b) to Lender may at any time assign all or any part of its rights and obligations under the Loan Documents hereunder in whole or in part (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with each an equivalent percentage of its 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 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“Assignee”); provided, however, that to the extent rights and obligations hereunder are assigned to more than one Assignee, Agent shall be designated as the agent of all Assignees and any and all obligations of Borrower under this Agreement shall thereafter be coordinated through such agent so that Borrower shall not be required to perform its obligations hereunder for, or on behalf of, multiple Assignees. (c) The parties to each assignment shall execute and deliver to Borrower a written instrument of assignment in order the form set forth in Exhibit R, containing the agreement of the assignee to make any such be bound by the terms of this Agreement (an “Assignment and Acceptance”). Upon the effectiveness of a permitted assignment hereunder, (i) unless each reference in this Agreement to “Lender” shall be deemed to be a reference to the assigning Lender is assigning all assignor and the assignee to the extent of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credittheir respective interests, (ii) the such assignee shall be a Lender party to this Agreement and shall have Commitments, outstanding Loans all the rights and interests in Letters obligations of Credit of at least $5,000,000, a Lender and (iii) each such assignment the assignor shall be evidenced released from its obligations hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (d) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a written agreement (substantially pro rata basis among the Lenders according to their proportionate interests in the form attached hereto as Exhibit F Loan. (e) Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including a new Note in exchange for the Note held by the Lender. (f) Except in the case of an assignment to a Lender or in such other form acceptable to an Affiliate of a Lender or an assignment of the Administrative Agent) executed by such entire remaining amount of the assigning Lender, such assignee Lender or Lenders’s Loan, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion amount of the Obligations which are to be assigned to the assignee Lender and the portion of the Commitments Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Borrower) shall not be assumed by the assignee Lenderless than [*****] unless Borrower otherwise consents, provided that no such consent of Borrower shall be required if a Default has occurred 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 assignmentis continuing.

Assignments. (ai) Each The Lender shall have may, upon obtaining the right at any time, with the prior consent of the Administrative Agent andBorrower, so long as assign all of its rights and obligations hereunder pursuant to an Assignment and Acceptance to another bank or financial institution; provided that (A) no Default or Event of Default then exists, the Borrower (which such consent of the Borrower shall not be unreasonably withheld or delayed, delayed and which (B) no such consent of the Borrower shall not be required with respect to assignments any assignment by the Lender to Lenders or to financial institutions which are wholly-owned Subsidiaries its Affiliate and no such consent shall be required from the Borrower after the occurrence and during the continuation of any Event of Default. Any assignment hereunder shall be effective upon execution by all necessary parties of the applicable Assignment and Acceptance. The assigning Lender's ultimate parent corporation) Lender will give prompt notice to assign all or the Borrower of any part such assignment. Upon the effectiveness of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 and after notice to the assigning Lender is assigning Borrower as provided herein), the assignee shall become a “Lender” for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters of Credit, Commitment components being assigned. (ii) Subject to acceptance and recording thereof pursuant to paragraph (a)(iii) below, from and after the assignee 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 Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall have Commitmentscease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.5, outstanding Loans 2.7, 2.8 and interests 7.4 in Letters respect of the period that it was a Lender). Any assignment or transfer by the Lender of rights or obligations under this Credit Agreement that does not comply with this Section 7.2 shall be treated for purposes of at least $5,000,000, this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. (iii) The Borrower shall maintain a register at one of its offices (the “Register”) on which it will record the Commitments from time to time of each of the Lender and each repayment in respect of the principal amount and stated interest of such Commitments of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations under this Credit Agreement. The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lender 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 Credit Agreement. No assignment shall be evidenced by a written agreement (substantially effective for purposes of this Agreement unless it has been recorded 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 Register 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, 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 assignmentthis paragraph.

Assignments. (a) Each Any Lender shall have the right may at any timetime assign to one or more Persons (any such Person, an “Assignee”) all or any portion of that L▇▇▇▇▇’s Loans and Commitments, with the prior written consent of the Administrative Agent Agent, and, so long as no Default or Event of Default then exists, the Borrower Representative (which consent of the Borrower shall Representative may not be unreasonably withheld or delayed), but (i) no such consent of any kind is required for an assignment (A) by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, (B) to an Eligible Assignee, or (C) prior to the completion of the primary syndication of the Commitments as determined by M▇▇▇▇▇ Capital, and (ii) no assignment may be made to a Loan Party or an Affiliate of a Loan Party. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal to $1,000,000 (which consent of minimum will be $250,000 if the Borrower shall not be required with respect assignment is to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries an Affiliate of the assigning Lender's ultimate parent corporation) or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrowers and Administrative Agent will be entitled to assign all continue to deal solely and directly with the assigning Lender in connection with the interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreement in substantially the form of Exhibit C (an “Assignment Agreement”) executed, delivered, and fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of that assignment Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than Borrowers are then obligated to pay to the assigning Lender under that section (and if any part assignment is made in violation of the foregoing, Borrowers will not be required to pay any such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 will be treated as the sale of a participation under Section 15.6.2. Borrower Representative will be deemed to have granted its consent to any assignment requiring its consent under this Agreement unless Borrower Representative has expressly objected to that assignment within five Business Days after notice thereof. (b) From and after the date on which the conditions described above have been met, (i) the Assignee will be deemed automatically to have become a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to that Assignee pursuant to the Loan Documents Assignment Agreement, will have the rights and obligations of a Lender under this Agreement, and (including, without limitation, ii) the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's extent that rights and obligations under this Agreement have been assigned by it pursuant to that Assignment Agreement, will be released from its rights (other than its indemnification rights) and obligations under this Agreement. Upon the Loan Documents; providedrequest of the Assignee (and, howeveras applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrowers shall execute and deliver to Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) one or more Notes in accordance with Section 3.1 to reflect the amounts assigned to that in order to make Assignee and the amounts, if any, retained by the assigning Lender. Each such Note will be dated the effective date of the applicable assignment. Upon receipt by Administrative Agent of any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of CreditNote, the assigning Lender shall retain return to Borrower Representative any applicable prior Note held by it. (c) Any Lender may at least $10,000,000 any time pledge or assign a security interest in unused Commitments, outstanding Loans and interests in Letters all or any portion of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters its rights under this Agreement to secure obligations 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 that Lender, such assignee Lender including any pledge 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 assignment to be assigned secure obligations to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lendera Federal Reserve Bank, and (iv) the assigning Lender shall pay this Section 15.6.1 will not apply 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 assignmentpledge or assignment of a security interest. No such pledge or assignment of a security interest will release a Lender from any of its obligations under this Agreement or substitute any such pledgee or assignee for that Lender as a party to this Agreement.

Assignments. The Company may not assign any of its rights or obligations under this Agreement (aother than in connection with a transaction permitted pursuant to Section 10.3 of the Agreements) Each Lender shall have without the right written consent of the holders of a majority (i) in aggregate principal amount of the Amended Notes held by the Noteholders, and (ii) of the aggregate number of shares of Common Stock held by the Equityholders. Subject to the other limitations contained in the Amended Notes, the Convertible Notes and this Agreement, the Noteholders and Equityholders and any subsequent Holder of Amended Notes, Convertible Notes or Common Stock may, at any time, with the prior consent of the Administrative Agent andor from time to time, so long as no Default sell, agree to sell or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Persons who agree to be bound by all of 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; providedthis Agreement, however, that in order to make all or any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 Amended Notes, Convertible Notes or Common Stock. Subject to the assignee Lender other limitations contained in the Amended Notes, the Convertible Notes and this Agreement, in the portion event of any such sale or assignment of an Amended Note or Convertible Note, upon surrender for exchange of any Amended Note or Convertible Note at the office of the Commitments of Company designated for notices in accordance with Section 11(b), the assigning Lender to be assumed by the assignee LenderCompany shall execute and deliver in exchange therefor, and (iv) the assigning Lender shall pay without expense to the Administrative Agent a processing fee of $3,500 and Holder (provided the Company shall not be responsible for any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent transfer taxes in connection with any such sale or assignment), one or more new Amended Notes or Convertible Notes, as the case may be, in the same aggregate principal amount as the then unpaid principal amount of the Amended Note or Convertible Note so surrendered as such Holder shall specify, dated as of the date to which interest has been paid on the Amended Note or Convertible Note so surrendered (or, if no interest has been paid, the date of such surrendered Amended Note or Convertible Note), in the name of such Person or Persons as may be designated by such Holder in writing, and otherwise of the same form and tenor as the Amended Note or Convertible Note so surrendered for exchange. Subject to the limitations contained in certificates representing the Shares or the Partnership Shares and this Agreement, in the event of any sale or assignment of any certificate representing any of the Shares or the Partnership Shares at the office of the Company designated for notices in accordance with Section 11(b), the Company shall execute and deliver in exchange therefor, without expenses to the holder (provided the Company shall not be responsible for any transfer taxes in connection with any such sale or assignment), one or more certificates representing shares of Common Stock in the same amount as surrendered as such holder shall specify in the name of such Person or Persons as may be designated by such holder in writing, and otherwise of the same form. Every Amended Note, Convertible Note or certificate representing any Shares or the Partnership Shares surrendered for transfer shall be duly endorsed, or accompanied by a written instrument of transfer duly executed by the holder of such Amended Note, Convertible Note or certificate representing any Shares or the Partnership Shares or its attorney duly authorized in writing.

Assignments. Any Lender may assign to one or more banks or other entities all or any portion of its rights and obligations under this Agreement (aincluding, without limitation, all or a portion of its Commitment, an Advance owing to it and any Note held by it); provided, however, that (i) Each other than any assignment by a Lender to an Affiliate of a Lender or to another Lender, each such assignment shall have the right at any timebe subject to Borrower’s written consent, with the prior consent of the Administrative Agent and, so long as no Default not to be unreasonably withheld or delayed (unless an Event of Default then exists, in which event the Borrower shall have no such approval right), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (iii) the consent of Initial Lenders shall be required, which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of (iv) no such assignments shall be made to the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all its Affiliates or any part of its rights their respective subsidiaries or any natural Person and obligations under (v) the Loan Documents (includingrelevant assignee, without limitation, the indebtedness evidenced by the Notes then held by such assigning if it is not a Lender, together with an equivalent percentage shall deliver on or prior to the effective date of its obligation such assignment, to make Loans and participate in Letters of Creditthe Administrative Agent (1) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such assignment additional lender by the Administrative Agent and (2) any tax documentation required under Section 2.11. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a fixed percentage Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and not obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its terms rights and be released from its obligations under this Agreement (and, in the case of varying percentage) an Assignment and Acceptance covering all or the remaining portion of the assigning such Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything herein to the Loan Documents; providedcontrary, howeverany Lender may assign, that in order to make as collateral or otherwise, any such assignment (i) unless the assigning Lender is assigning all of its Commitmentsrights under the Credit Documents, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 including to any Federal Reserve Bank 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 Lendercentral bank, and (iv) the assigning Lender this Section shall pay not apply 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.

Assignments. (a) Each Any Lender shall have may, in the right ordinary course of its commercial banking business and in accordance with applicable law, at any timetime and from time to time assign to any Lender or any affiliate thereof or, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower and the Administrative Agent (which in each case shall not be unreasonably withheld withheld), to an additional bank or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationinstitution ("an Assignee") to assign all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit E, executed by such Assignee, such assigning Lender (includingand, without limitationin the case of an Assignee that is not then a Lender or an affiliate thereof, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of Borrower and the Administrative Agent) and delivered to the Administrative Agent for its obligation to make Loans acceptance and participate recording in Letters of Credit) to one or more commercial banks or other financial institutions or investorsthe Register, provided that, unless otherwise (i) in the case of any such assignment to an additional bank or financial institution, the sum of the aggregate principal amount of the Commitment being assigned shall not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent, ) and (ii) any such assignment may, but need not, include rights of the assigning Lender in respect of Competitive Loans. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a fixed percentage Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and not by Acceptance, be released from its terms obligations under this Agreement (and, in the case of varying percentage) an Assignment and Acceptance covering all or the remaining portion of the an assigning Lender's rights and obligations under the Loan Documents; providedthis Agreement, 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, the assigning Lender shall retain at least $10,000,000 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 cease 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 (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 assignmentparty hereto).

Assignments. (a) This Agreement and each Issuer’s rights and obligations herein (including ownership of each Asset) shall be assignable by the Issuers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to the Liquidity Agreement). Each Lender assigning Issuer shall have the right at any time, with the prior consent of notify the Administrative Agent andand the Seller of any such assignment. (b) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, so long without limitation, all or a portion of its Commitment and any Assets or interests therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent date of the Borrower shall not be required Assignment and Acceptance Agreement with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries such assignment) shall in no event be less than the lesser of (x) $25,000,000 and (y) all of the assigning Lender's ultimate parent corporationPurchaser’s Commitment, (iii) 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 Agreement, together with a processing and recordation fee of $2,500, (iv) with respect to any Liquidity Bank, concurrently with such assignment, such assignor Liquidity Bank shall assign all to such assignee Liquidity Bank or any part other Eligible Assignee an equal percentage of its rights and obligations under the Loan Documents Liquidity Agreement (or, if such assignor Liquidity Bank is Citibank, it shall arrange for such assignee Liquidity Bank or other Eligible Assignee to become a party to the Liquidity Agreement for a maximum principal amount equal to the assignee’s Commitment), and (v) Citibank may not assign any portion of its Commitment to the extent that it reduces such Commitment below 50% of the Facility Amount. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Liquidity Bank hereunder and (y) the assigning Purchaser shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Purchaser’s rights and obligations under this Agreement, such Purchaser shall cease to be a party hereto). (c) With respect to the Liquidity Banks, the Administrative Agent shall maintain at its address referred to in Section 13.2 of this Agreement a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Liquidity Banks and the Commitment of, and aggregate outstanding principal of Advances owned by, each Liquidity Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Originator, the Administrative Agent and the Liquidity Banks may treat each person whose name is recorded in the Register as a Liquidity Bank under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Seller or any Liquidity Bank at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance Agreement executed by an assigning Liquidity Bank and an Eligible Assignee, the Administrative Agent shall, if such Assignment and Acceptance Agreement has been completed, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Seller. (d) Notwithstanding any other provision of this Section 13.16, any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and principal) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the indebtedness evidenced by Seller or the Notes then held by Administrative Agent; provided that no such assigning Lender, together with an equivalent percentage pledge or grant of a security interest shall release a Liquidity Bank from any of its obligation obligations hereunder or under the Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to make Loans and participate in Letters of Creditthe Liquidity Agreement, as the case may be. (e) Each Liquidity Bank may sell participations, to one or more commercial banks or other financial institutions entities, in or investorsto all or a portion of its rights and obligations under this Agreement (including, provided without limitation, all or a portion of its Commitment and the Advances owned by it); provided, however, that (i) such Liquidity Bank’s obligations under this Agreement (including, unless otherwise agreed without limitation, its Commitment to by the Administrative AgentSeller hereunder) shall remain unchanged, (ii) such Liquidity Bank shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, and (iii) concurrently with such assignment participation, the selling Liquidity Bank shall be sell to such bank or other entity a participation in an equal percentage of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan DocumentsLiquidity Agreement. The Administrative Agent, the Purchasers, other Liquidity Banks and the Seller shall have the right to continue to deal solely and directly with such Liquidity Bank in connection with such Person’s rights and obligations under this Agreement. (f) This Agreement and the rights and obligations of the Administrative Agent herein shall be assignable by the Administrative Agent and its successors and assigns; provided, however, that in order the Administrative Agent agrees that it will not assign such rights and obligations to make any such assignment Person other than an Affiliate of Citibank unless: (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 reasonable judgment of the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent anddetermines that continued service by it (or its Affiliate) as Administrative Agent hereunder would be inconsistent with, if required as provided aboveor otherwise disadvantageous under, the Borrowerapplicable legal, tax or regulatory restrictions, in 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, and (iv) the assigning Lender shall pay to case the Administrative Agent a processing fee shall notify the Seller of $3,500 such determination and consult with the Seller regarding the selection of an assignee; or (ii) there shall have occurred any out-of-pocket attorneys' fees and expenses incurred by Termination Event, which shall be continuing; or (iii) the Seller shall have consented to such assignment (such consent not to be unreasonably withheld or delayed). (g) The Seller may not assign its rights or obligations hereunder or any interest herein, or permit any Lien (other than any Permitted Lien) to exist upon, any of the Seller’s rights, obligations or duties under this Agreement, without the prior written consent of the Administrative Agent and each Hedge Counterparty. (h) Each of the Purchasers and any Eligible Assignee that becomes a party to this Agreement shall be deemed to have represented, acknowledged and agreed as follows: (1) Such Person is either (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), who is also a Qualified Purchaser (as defined in connection with the 1940 Act), acquiring the Variable Funding Certificate for its own account or for one or more accounts, each of whom is a qualified institutional buyer who is also a Qualified Purchaser, or (ii) an institutional “accredited investor” within the meaning of Rule 501 under the Securities Act who is also a Qualified Purchaser. (2) The Variable Funding Certificate may not be reoffered, resold, pledged or otherwise transferred except to a Qualified Purchaser. Such Person understands that the Variable Funding Certificate may not at any time be held by or on behalf of a Person that is not a Qualified Purchaser. No sale, pledge or other transfer of the Variable Funding Certificate (or any interest therein) may be made if such assignmenttransfer would have the effect of requiring the Seller to register as an investment company under the 1940 Act.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default Any Bank may assign to one or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld more banks or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign other entities all or any part portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage all or a portion of any of its obligation to make Loans and participate Commitments, participations in Letters of Credit, any Advances owing to it, and any Notes held by it) with the consent, not to one or more commercial banks or other financial institutions or investorsbe unreasonably withheld, provided that, unless otherwise agreed to by of the Administrative Agent, Agent and the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall be object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof and provided, further that the Borrower shall have no such consent right in the case of assignments to a fixed percentage (Bank or any Affiliate of any Bank or if a Default has occurred and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documentsis continuing); provided, however, that in order to make any such assignment (i) unless the each such assignment of an assigning Lender is assigning Bank’s Commitment shall be of a constant, and not a varying, percentage of all of its Commitments, outstanding Loans such Bank’s rights and interests obligations under this Agreement in Letters respect of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Creditsuch Commitment, (ii) the amount of each such resulting Commitment, and applicable Advances of the assigning Bank (unless it is assigning all its Commitment) and the assignee Lender Bank pursuant to each such assignment (determined as of the date of the Assignment with respect to such assignment) shall in no event be less than $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 consents; provided that the Borrower shall have Commitments, outstanding Loans no such consent right if a Default has occurred and interests in Letters of Credit of at least $5,000,000is continuing), (iii) each such assignment shall be evidenced by a written agreement to an Eligible Assignee, (substantially in iv) the form attached hereto as Exhibit F or in parties to each such other form acceptable 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) executed by such assigning Lender, such assignee Lender the assignor 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, and (iv) the assigning Lender shall pay to the Administrative Agent a processing an assignment fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred in connection with such assignment (which shall be waivable by the Administrative Agent in connection with any its sole discretion). Upon such assignmentexecution, 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) 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 released from its obligations to lend under this Agreement (and, in the case of an Assignment covering all or the remaining portion of such Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments. Any Lender, (ai) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower and the Administrative Agent (which consents shall not be unreasonably delayed or withheld and, which consent, in the case of the Borrower, shall not be required during the continuation of a Default) may at any time assign and delegate to one or more commercial banks; other financial institutions; special‑purpose investment funds which are organized for the specific purpose of making, acquiring participations in or investing in loans of the type made pursuant to this Agreement; and funds that typically invest in bank loans, and (ii) upon notice to the Borrower and the Administrative Agent, may assign and delegate to any of its Affiliates, any other Lender or an Approved Fund (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”), all or any fraction of such Lender’s total Loans, Letter of Credit Outstandings and Commitments in a minimum aggregate amount of $1,000,000 (or such lesser amount as shall constitute the aggregate amount of such assigning Lender’s Loans, Letter of Credit Outstandings and Commitments or as otherwise may be agreed upon by the Administrative Agent) if such assignment is to a party other than an existing Lender, an Affiliate of the assignor Lender or an Approved Fund (for which such existing Lender, Affiliate or Approved Fund, there is no minimum aggregate assignment amount requirement). Each Obligor and the Administrative Agent shall be entitled to continue to deal solely and directly with a Lender in connection with the interests so assigned and delegated to an Assignee Lender until (iii) notice of such assignment and delegation, together with (1) payment instructions, (2) the Internal Revenue Service Forms or other statements contemplated or required to be delivered pursuant to Section 4.6, if applicable, and (3) addresses and related information with respect to such Assignee Lender, shall have been delivered to the Borrower and the Administrative Agent by such assignor Lender and such Assignee Lender; (iv) such Assignee Lender shall have executed and delivered to the Borrower and the Administrative Agent a Lender Assignment Agreement, accepted by the Administrative Agent; and (v) the processing fees, if applicable, described below shall have been paid. From and after the date that the Administrative Agent accepts such Lender Assignment Agreement, (x) the Assignee Lender thereunder 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 Lender in connection with such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice that the Administrative Agent has received and accepted an executed Lender Assignment Agreement (and if requested by the Assignee Lender), but subject to clause (iii) above, the Borrower shall execute and deliver to the Administrative Agent (for delivery to the relevant Assignee Lender) a new Note evidencing such Assignee Lender’s assigned Loans and Commitments and, if the assignor Lender has retained Loans and Commitments hereunder (and if requested by such Lender), a replacement Note in the principal amount of the Loans and Commitments retained by the assignor Lender hereunder (such Note to be in exchange for, but not in payment of, the Note then held by such assignor Lender). Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall ▇▇▇▇ each predecessor Note “exchanged” and deliver each of them to the Borrower. Accrued interest on that part of each predecessor Note evidenced by a new Note, and accrued fees, shall be paid as provided in the Lender Assignment Agreement. Accrued interest on that part of each predecessor Note evidenced by a replacement Note shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Note and in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee in the amount of $3,500 to the Administrative Agent upon delivery of any Lender Assignment Agreement unless such Assignee Lender is an existing Lender, an Affiliate of such assignor Lender or an Approved Fund (for which, in any case, no processing fee will be required). Notwithstanding any other term of this Section, the agreement of Wachovia to provide the Swing Line Loan Commitment shall not impair or otherwise restrict in any manner the ability of Wachovia to make any assignment of its Loans or Commitments, it being understood and agreed that Wachovia may terminate its Swing Line Loan Commitment, either in whole or in part, in connection with the making of any assignment so long as the assignee has agreed to assume the Swing Line Loan Commitment. Any attempted assignment and delegation not made in accordance with this Section 11.11(a) shall be null and void. Notwithstanding anything to the contrary set forth above, (A) any Lender may (without requesting the consent of the Borrower or the Administrative Agent) pledge its Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, and (B) any Lender that is a fund that invests in bank loans may (without the consent of the Borrower or the Administrative Agent) pledge all or any portion of its rights in connection with this Agreement to holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, or to the trustee for, or other representative of, such holders, provided that any foreclosure or other exercise of remedies by such holder or trustee shall be subject to the provisions of this Section regarding assignments in all respects. No pledge described in the immediately preceding clause (B) shall release such Lender from its obligations hereunder. (vi) In the event that S&P or ▇▇▇▇▇’▇, shall, after the date that any Person becomes a Revolving Loan Lender, downgrade the long‑term certificate of deposit ratings of such Revolving Loan Lender, and the resulting ratings shall be below BBB‑ or Baa3, respectively, or the equivalent, then the Borrower, the Swing Line Lender and each Issuer shall each have the right, but not the obligation, upon notice to such Revolving Loan Lender and the Administrative Agent, to replace such Revolving Loan Lender with a Replacement Lender acceptable to the Borrower and the Administrative Agent (such consents not to be unreasonably withheld or delayed; provided that no such consent shall be required if the Replacement Lender is an existing Lender), and which consent upon any such downgrading of the Borrower shall not be required any Revolving Loan Lender’s long‑term certificate of deposit rating, each such Revolving Loan Lender hereby agrees to transfer and assign (in accordance with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationSection 11.11(a)) to assign all or any part of its Commitments, Loans, Notes and other rights and obligations under the this Agreement and all other Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Creditincluding Reimbursement Obligations) to one or more 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 Replacement Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless such assignment shall be without recourse, representation or warranty (other than that such Revolving Loan Lender owns the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters Notes being assigned, free and clear of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans any Liens) and interests in Letters of Credit, (ii) the assignee purchase price paid by the Replacement Lender shall have Commitments, outstanding be in the amount of such Revolving Loan Lender’s Loans and interests its Percentage of outstanding Reimbursement Obligations, together with all accrued and unpaid interest and fees in Letters of Credit of at least $5,000,000respect thereof, plus all other amounts (iiiother than the amounts (if any) each such assignment demanded and unreimbursed under Sections 4.2, 4.3, 4.5 and 4.6, which shall be evidenced paid by the Borrower), owing to such Revolving Loan Lender hereunder. Upon any such termination or assignment, such Revolving Loan Lender shall cease to be a written agreement party hereto but shall continue to be entitled to the benefits of any provisions of this Agreement which by their terms survive the termination of this Agreement. (substantially vii) Upon receipt by the Borrower of the predecessor Note marked “canceled,” the Borrower shall issue a replacement Note or Notes, as the case may be, to such Replacement Lender and such institution shall become a “Lender” for all purposes under this Agreement and the other Loan Documents. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this Section, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender and the Notes evidencing such Loans, and each repayment in respect of the form attached hereto as Exhibit F or in such other form acceptable principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent) executed by Agent pursuant to this Section. Failure to make any recordation, or any error in such assigning Lenderrecordation, shall not affect the Borrower’s or any other Obligor’s Obligations in respect of such assignee Lender Loans or LendersNotes. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent andand the Lenders shall treat each Person in whose name a Loan and related Note is registered as the owner thereof for all purposes of this Agreement, if required as provided above, notwithstanding notice or any provision herein to the Borrower, which agreement shall specify in each instance contrary. A Lender’s Commitment and the portion of Loans made pursuant thereto and the Obligations which are to Notes evidencing such Loans may be assigned to or otherwise transferred in whole or in part only by registration of such assignment or transfer in the assignee Lender and Register. Any assignment or transfer of a Lender’s Commitment or the portion of Loans or the Commitments of Notes evidencing such Loans made pursuant thereto shall be registered in the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay Register only upon delivery to the Administrative Agent of a processing fee Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of $3,500 and any out-of-pocket attorneys' fees and expenses incurred a Lender’s Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in connection with any such assignmentthis Section.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to may assign all or any part a portion of its rights and obligations under the Loan Documents this Credit Agreement (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage all or a portion of its obligation to make Loans Loans, its Notes, and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investorsits Commitment); provided, provided however, that, unless otherwise agreed to by the Administrative Agent, : each such assignment shall be to an Eligible Assignee; except (A) in the case of an assignment to another Lender or to an Affiliate of a fixed percentage Lender, (and not by its terms B) in the case of varying percentage) an assignment of the assigning all of a Lender's rights and obligations under this Credit Agreement, or (C) with the Loan Documents; provided, however, that in order to make any consent of the Administrative Agent and DRI (such assignment consent by DRI (i) unless not to be unreasonably withheld and (ii) not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $5,000,000 in excess thereof; each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 11.3, together with a processing fee from the assignor of $4,000. 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 11.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignee. If the assignee is assigning all not incorporated under the laws of its Commitmentsthe United States of America or a State thereof, outstanding Loans it shall deliver to such Borrower and interests the Administrative Agent certification as to exemption from deduction or withholding of taxes in Letters of Creditaccordance with Section 4.4. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans thereunder and interests in Letters of Credit, (ii) 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 shall have Commitmentswarrants 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, outstanding Loans such assigning Lender makes no representation or warranty and interests assumes no responsibility with respect to any statements, warranties or representations made in Letters 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 at least $5,000,000this 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; (iiiC) each such assignee represents and warrants that it is legally authorized to enter into such assignment shall be evidenced by agreement; (D) such assignee confirms that it has received a written agreement (substantially in copy of this Credit Agreement, the form attached hereto as Exhibit F or in other Credit Documents and such other form acceptable 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) executed by , 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 Lender or Lenders, appoints and authorizes the Administrative Agent and, if required to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document 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, and (iv) the assigning Lender shall pay delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in connection 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, 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 such assignmentpledge or assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.

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

Assignments. (a) Each Lender Sellers shall have transfer and assign all Assigned Agreements and Permits to Buyer, and Buyer shall assume all Assigned Agreements and Permits from Sellers, as of the right at Closing pursuant to, inter alia, Section 365 of the Bankruptcy Code and the Sale Order. To the maximum extent permitted by the Bankruptcy Code or other applicable Law, the Assigned Agreements and Permits shall be assumed by Sellers and assigned to Buyer as of the Closing Date. Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment to Buyer of any time, with Assigned Agreement or Permit is not permitted by Law or is not permitted without the prior consent of the Administrative Agent a Third Party and, so long as no Default or Event of Default then exists, in the Borrower (which consent case of the Borrower shall Assigned Agreements and Permits that are the subject of Section 365 of the Bankruptcy Code and the Sale Order, as applicable, such restriction cannot be unreasonably withheld effectively overridden or delayedcanceled by the Sale Order, and which consent or other related order of the Borrower shall Bankruptcy Court, then this Agreement will not be required deemed to constitute an assignment or an undertaking or attempt to assign the same or any right or interest therein if such consent is not given and the Closing shall proceed with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or remaining Assigned Agreements and Permits without any part of its rights and obligations under reduction in the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsPurchase Price; provided, however, that in order Sellers will use their commercially reasonable efforts to make obtain any such consents to assign such Assigned Agreements and Permits to Buyer. With respect to such non-assignable or non-assumable Acquired Assets that are Assigned Agreements, the applicable Seller hereby appoints, effective as of the Closing Date, Buyer as such Seller’s agent and attorney-in-fact, effective as of the Closing Date, to act for such Seller in obtaining the benefits and performing such Seller’s obligations under such Assigned Agreements, but only to the extent any action to obtain such benefits and any such delegation of duties may be made without violation thereof and, in each case, at the sole cost and expense of Buyer without any liability or obligation of such Seller. In addition, until the impracticalities of assignment referred to in this Section 2.6 hereof are resolved, the Sellers shall use their commercially reasonable efforts, at Buyer’s sole cost, to (i) unless provide Buyer the assigning Lender is assigning all benefits of its Commitments, outstanding Loans and interests any Acquired Asset referred to in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Creditthis Section 2.6, (ii) the assignee Lender shall have Commitmentscooperate in any reasonable and lawful arrangement designed to provide such benefits to Buyer, outstanding Loans and interests in Letters of Credit of at least $5,000,000, (iii) each enforce, for the account and benefit of Buyer, any and all rights of any Seller arising from the Acquired Assets referred to in this Section 2.6 against such assignment issuer thereof and all other parties thereto (including the right to elect to terminate any Contract in accordance with the terms thereof on the request of Buyer). Buyer shall perform, on behalf of Sellers, for the benefit of the issuer thereof and/or all other parties thereto, the obligations of the applicable Seller under the Acquired Assets referred to in this Section 2.6 or in connection therewith. Notwithstanding the foregoing, to the extent permitted by law, (i) any Permit necessary to operate a Closing Date Acquired Store or Closing Date Business Property shall be evidenced by transferred and assigned to Buyer, and Buyer shall assume any such Permit from Sellers as of the Closing, (ii) any Permit necessary to operate an Acquired Store or Business Property (other than a written agreement Closing Date Acquired Store or Closing Date Business Property) shall be transferred and assigned to Buyer, and Buyer shall assume any such Permit from Sellers, as of the date that the applicable Real Property Lease is assumed and assigned to Buyer pursuant to the Designation Rights Agreement and (substantially iii) any Permit related to the Business that is required for Sellers to operate in accordance with the terms of the Consulting Agreement or the Liquidation Agreement shall be transferred and assigned to Buyer, and Buyer shall assume any such Permit from Sellers, no earlier than the termination of the sales conducted pursuant to the Consulting Agreement or the Sale Termination Date (as defined in the form attached hereto Liquidation Agreement), 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, 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 assignmentapplicable.

Assignments. (a) Each Any Lender may, in the ordinary course of its business and in accordance with applicable law, at any time after the execution and delivery of this Agreement and from time to time assign to any Lender or any affiliate thereof or to any other Person (each a "Purchasing Lender") all or any part of its Credit Exposure in amounts not less than $10,000,000. The Borrower, the Agent and the Lenders agree that to the extent of any assignment, the Purchasing Lender shall be deemed to have the right at any time, with same rights and benefits under the prior Loan Documents and the same obligation to share pursuant to Section 7.24 hereof as it would have had if it had been a Lender which was one of the original parties hereto. The consent of the Administrative Agent and, so long as provided no Default or Event of Default then existshas occurred, the Borrower (shall be required prior to an assignment becoming effective, which consent of the Borrower shall consents will not be unreasonably withheld withheld, delayed or delayed, and which consent of conditioned; provided that the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment Agent shall be entitled to continue to deal solely and directly with the assignor Lender in connection with the interests so assigned to the Purchasing Lender unless and until such Purchasing Lender executes a supplement to this Agreement, substantially in the form of Exhibit M hereto (a fixed percentage "Form of Assignment and Assumption Agreement"). (and not by its terms of varying percentageb) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment Upon (i) unless the assigning Lender is assigning all execution of its Commitments, outstanding Loans a Form of Assignment and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of CreditAssumption Agreement, (ii) delivery of an executed copy thereof to the assignee Lender shall have Commitments, outstanding Loans Borrower and interests in Letters of Credit of at least $5,000,000the Agent, (iii) each payment by such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit F or in Purchasing Lender to such other form acceptable transferor Lender of an amount equal to the Administrative Agent) executed by purchase price agreed between 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 transferor Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee such Purchasing Lender, and (iv) the assigning Lender shall pay payment to the Administrative Agent a processing of an assignment fee of $3,500 2500 for each assignment by any Lender of all or any portion of its Credit Exposure, such transferor Lender shall be released from its obligations hereunder to the extent of such assignment and any out-of-pocket attorneys' fees such Purchasing Lender shall for all purposes be a Lender party to this Agreement and expenses incurred shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Administrative Borrower, the Lenders or the Agent shall be required. Such Form of Assignment and Assumption Agreement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender. Promptly after the consummation of any transfer to a Purchasing Lender pursuant hereto, the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that a replacement Promissory Note is issued to such transferor Lender and a new Promissory Note is issued to such Purchasing Lender, in connection with any each case in principal amounts reflecting such assignmenttransfer. The Purchasing Lender shall furnish to Borrower, at least 10 days prior to the date on which the first payment to such Purchasing Lender is due, the documents described in Section 2.17(b) hereof.

Assignments. (a) Each Lender shall have the right at any timemay, with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default then existsBorrower, the Borrower Issuing Lenders (which subject to the limitations set forth below) and the Agents (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, and which delayed (it being understood that the Borrower may refuse to consent to an assignment to a potential competitor of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to Borrower), assign all or any part a portion of its rights and obligations under hereunder pursuant to an assignment agreement substantially in the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage form of its obligation to make Loans and participate in Letters of Credit) Exhibit 11.3 to one or more commercial banks Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or other financial institutions or investors, provided that, unless otherwise agreed to the remaining amount of Commitments held by the Administrative Agent, such Lender) and (ii) each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) all of the assigning Lender's rights and obligations under the Loan Documents; providedCommitment being assigned. 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. The consent of an Issuing Lender hereunder shall only be required in connection with an assignment of all or a portion of the Revolving Committed Amount, however, and each Issuing Lender hereby agrees it will consent to any assignee that is a commercial bank that (A) is rated B/C or better by Thom▇▇▇▇ ▇▇▇kwatch and (B) has assets in order to make excess of $1,000,000,000. Upon the effectiveness of any such assignment (i) unless assignment, the assigning Lender is assigning assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. Along such lines the Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 original Note or Notes (but with notation thereon that it is given in substitution for and the portion replacement of the Commitments of original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender to be assumed by thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (ivvi) such assignee appoints and authorizes the assigning Lender shall pay Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred Agents by the Administrative Agent terms or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably permitted to assign this Agreement without the prior written consent of Lender, which may be withheld or delayedby Lender in its sole discretion, and which consent any purported assignment in violation of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment this Section 12.01 shall be of a fixed percentage (null and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documentsvoid; provided, however, that assignments as part of a Qualified Change of Control shall not require consent of Lender. (b) Lender may at any time assign its rights and obligations hereunder, in order whole or in part, to make an Assignee and Lender may at any such time pledge its rights and obligations hereunder to an Assignee. (c) The parties to each assignment shall execute and deliver to Borrower an Assignment and Acceptance. Upon the effectiveness of a permitted assignment pursuant to Section 12.01(a) or an assignment pursuant to Section 12.01(b) hereunder, (i) unless each reference in this Agreement to “Lender” shall be deemed to be a reference to the assigning Lender is assigning all assignor and the assignee to the extent of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credittheir respective interests, (ii) the such assignee shall be a Lender party to this Agreement and shall have Commitments, outstanding Loans all the rights and interests in Letters obligations of Credit of at least $5,000,000, a Lender and (iii) each such assignment the assignor shall be evidenced released from its obligations hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (d) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a written agreement (substantially pro rata basis among Lenders according to their proportionate interests in the form attached hereto as Exhibit F or in such other form acceptable Loan. (e) Borrower and Lender shall, from time to time at 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 request of the Obligations which other party hereto, execute and deliver any documents that are necessary to be assigned give full force and effect to an assignment permitted hereunder, including a new Note in exchange for the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed Note held 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.

Assignments. (a) Each Lender shall have 11.2.1 Subject to Section 11.1 and the right at any time, with the prior consent other terms of the Administrative Agent and, so long as no Default or Event of Default then existsthis Agreement, the Borrower (which consent of the Borrower shall not be unreasonably withheld Lenders collectively or delayed, and which consent of the Borrower shall not be required with respect individually may assign to assignments to Lenders one or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign more assignees all or any part a portion of its their respective rights and obligations under the Loan Documents this Agreement (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage all or a portion of its obligation their respective Commitments). The parties 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 Administrative Agent, each such assignment shall execute and deliver an Assignment Agreement to the Agent, for its consent and recording in the Register and, except in the case of an assignment by the Lenders collectively or an assignment by a Lender to an affiliate of that Lender, shall pay a processing and recording fee of $3,000.00 to the Agent. After such execution, delivery, consent and recording (i) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a fixed percentage Lender hereunder and (ii) the assigning Lender thereunder shall, to the extent that rights and not obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its terms rights and be released from its obligations under this Agreement, other than obligations in respect of varying percentage) which it is then in default and liabilities arising from its actions prior to the assignment. In the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under the Loan Documents; providedthis Agreement, however, that such Lender shall cease to be a party hereto. 11.2.2 The agreements of an assignee contained in order to make any such assignment (i) unless an Assignment Agreement shall benefit the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Creditthereunder, the other Lenders and the Agent in accordance with the terms of the Assignment Agreement. 11.2.3 The Agent shall 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 Credits of each Lender from time to time (the "Register"). The entries in the Register shall 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 Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. 11.2.4 Upon its receipt of an Assignment Agreement executed by an assigning Lender shall retain at least $10,000,000 in unused Commitmentsand an assignee and approved by the Borrower and the Agent, outstanding Loans the Agent shall, if the Assignment Agreement has been completed 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 is in the required form attached hereto with such immaterial changes as Exhibit F or in such other form are acceptable to the Administrative Agent: (a) executed by such assigning Lender, such assignee Lender or record the information contained therein in the Register; and (b) give prompt notice thereof to the Borrower and the other Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion and provide them with an updated version 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 (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 assignmentSchedule 1.

Assignments. (a) Each Any Lender shall have may, in the right ordinary course of its business and in accordance with applicable law, at any timetime and from time to time assign to any Lender or, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower Agents (which consent of the Borrower shall not be unreasonably withheld withheld), to one or delayedmore other Persons (each, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationan "Assignee") to assign all or any part of its rights and obligations under this Agreement and the other Loan Documents (including, without limitationpursuant to an Assignment and Acceptance executed by the Assignee, the indebtedness evidenced assigning Lender (and, in the case of an Assignee that is not then a Lender, by the Notes then held by Agents) and delivered to the Administrative Agent for its acceptance and recording in the Register. Unless such assignment is of all of the rights and obligations of the assigning Lender, together with an equivalent percentage the sum of its obligation to make the aggregate outstanding principal amount of the Loans and participate in Letters the aggregate amount of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment unfunded and unexpired Commitments that are assigned and that remain with the assigning Lender shall be at least $5,000,000 or any amount that the Agents in their sole discretion may determine. Upon such execution, delivery, acceptance and recording, from and after the effective date of such Assignment and Acceptance, (x) the Assignee thereunder shall be a party to this Agreement and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a fixed percentage Lender under this Agreement with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and not by Acceptance, be released from its terms obligations under this Agreement (and, in the case of varying percentage) an Assignment and Acceptance covering all or the remaining portion of the an assigning Lender's rights and obligations under the Loan Documents; providedthis Agreement, 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, the assigning Lender shall retain cease to be a party to this Agreement). The Borrower shall issue Notes payable to the Assignee to reflect the Assignment, if so requested at least $10,000,000 in unused Commitmentsany time by either Agent or the Assignee, outstanding Loans and interests in Letters of Credit, (ii) but 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 enforceable upon compliance with the conditions set forth in the form attached hereto as Exhibit F this Section 10.6(c) whether 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, 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 not any such assignmentrequest is ever made or honored.

Assignments. (a) Each Lender shall have the right at to sell, assign or ----------- transfer all or any timepart of such Lender's Notes, commitment to make Loans and rights and obligations relating to Letters of Credit and the associated rights and obligations under all Loan Documents to one or more purchasers; provided, (i) each assignment shall be with the prior consent of Borrower and the consent of Administrative Agent and(unless such assignment is to another Lender or to an Affiliate of a Lender, so long as in which case no Default or Event of Default then existsconsent shall be necessary), the Borrower which in each case will not be unreasonably withheld, (which ii) no such consent of the Borrower shall not be unreasonably withheld or delayedrequired if an Event of Default exists, and which consent (iii) any such sale, assignment or transfer shall be pro rata among the Commitments. The assignee, transferee or recipient shall have, to the extent of such sale, assignment, or transfer, the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights same rights, benefits and obligations under the Loan Documents (as it would if it were such Lender and a holder of such Notes, including, without limitation, the indebtedness evidenced by right to vote on decisions requiring consent or approval of all Lenders or Majority Lenders and the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make fund its Percentage Share of any Loans and participate in payments made under Letters of Credit. Each Lender in making each such sale, assignment, or transfer must dispose of a pro rata portion of each Loan made by such Lender and such Lender's LC Obligations, each such sale, assignment or transfer shall be in a principal amount not less than $5,000,000 (except assignments to Affiliates of Administrative Agent or any Lender which may be in an amount equal to or greater than $1,000,000) and no Lender may offer to one sell its Notes and Loans or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, interests therein in violation of any securities laws. No 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 become effective until (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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, and (iv) the assigning Lender delivers to Administrative Agent copies of all written assignments and other documents evidencing any such assignment or related thereto and an Agreement to be Bound in the form of Exhibit F, providing for the assignee's ratification and agreement to be bound by the terms of this Agreement and the other Loan Documents and (ii) Administrative Agent shall pay to have received from assignor or assignee an assignment fee in the amount of $3,500. Within five (5) Business Days after its receipt of notice that the Administrative Agent has received copies of any assignment and the other documents relating thereto, the assignee shall notify Borrower of the outstanding principal balance of the Notes payable to such Lender and shall execute and deliver to Administrative Agent (for delivery to the relevant assignee) new Notes evidencing such assignee's assigned Loans and, if the assignor Lender has retained a processing fee portion of $3,500 its Loans, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). Anything in this Section 10.11 to the contrary notwithstanding, any Lender may at any time, without the consent of Borrower or Administrative Agent, assign and pledge all or any portion of its Commitments and the Loans owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A and any out-of-pocket attorneys' fees and expenses incurred Operating Circular issued by the Administrative Agent in connection with any Federal Reserve Bank. No such assignmentassignment shall release the assigning Lender from its obligations hereunder.

Assignments. (a) Any Lender may sell a participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person, provided 56 that the agreement between such Lender and such participant must at all times provide: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under any of Sections 3.2, 3.3, 3.4, 3.5 or 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under the next-to-last sentence of subsection (a) of Section 10.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to Agent and Borrower. (b) Except for sales of participations under the immediately preceding subsection (a), no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender's commitments, so that after such assignment is made the assignor Lender shall have a fixed (and not a varying) Percentage Share in its Loans and Note and be committed to make that Percentage Share of all future Loans, the right at any timeassignee shall have a fixed Percentage Share in such Loans and Note and be committed to make that Percentage Share of all future Loans, and the Percentage Share of the aggregate of the Commitment and the Acquisition Commitment of both the assignor and assignee shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording in the "Register" (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the prior consent Note subject to such assignment and a processing fee payable to Agent of $4,000. Upon such execution, delivery, and payment and upon the satisfaction of the Administrative Agent andconditions set out in such Assignment and Acceptance, so long as no Default or Event of Default then exists, the then (i) Borrower (which consent shall issue new Notes to such assignor and assignee upon return of the Borrower shall not be unreasonably withheld or delayedold Notes to Borrower, and which consent (ii) as of the "Settlement Date" specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and Agent shall thereupon deliver to Borrower shall and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries a United States person (as such term is defined in Section 7701(a)(30) of the assigning Lender's ultimate parent corporationInternal Revenue Code of 1986, as amended) for Federal income tax purposes, shall (to the extent it has not already done so) provide Agent and Borrower with the "Prescribed Forms" referred to in Section 3.6(d). (iv) Together with each such assignment of its rights and obligations under this Agreement, such Lender shall assign all or any part the same Percentage Share of its rights and obligations under the Loan Documents Acquisition Agreement to the same Eligible Transferee or an Affiliate of such Eligible Transferee. (including, without limitation, c) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the indebtedness evidenced by Board of Governors of the Notes then held Federal Reserve System and any Operating Circular issued by such assigning Lender, together with an equivalent percentage Federal Reserve Bank or to one of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, Affiliates; provided that, unless otherwise agreed to by the Administrative Agent, that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (d) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with Borrower, Agents and each other Lender hereunder that such assignee understands and agrees to the terms hereof, including Article IX hereof. (e) Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower and each Lender Party may treat each Person whose name is recorded in the Register as 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 hereunder for all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 purposes. The Register shall be evidenced available for inspection by a written agreement (substantially in the form attached hereto as Exhibit F Borrower or in such other form acceptable any Lender Party at any reasonable time and from time 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, 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 assignmenttime upon reasonable prior notice.

Assignments. (a) Each Any Lender shall have the right may at any time, with the prior consent of the Administrative Agent and, so long as no Default time assign to one or Event of Default then exists, the Borrower more Eligible Assignees (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationeach an “Assignee”) to assign all or any part a portion of its rights and obligations under this Agreement and the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 DocumentsNotes; provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all otherwise waived by Administrative Agent, any partial assignment shall be in an amount at least equal to $15,000,000 or an integral multiple of its Commitments$1,000,000 in excess thereof such that, outstanding Loans and interests in Letters of Creditafter giving effect to such assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender Assignee shall have Commitmentsan Individual Loan Commitment having an aggregate outstanding principal balance, outstanding Loans and interests in Letters of Credit of at least $5,000,00015,000,000, (iiiii) each such assignment shall be evidenced effected by a written agreement means of an Assignment and Assumption Agreement, (substantially iii) if the Eligible Assignee is an Existing Lender or an Affiliate of the assigning Lender, the consent of Administrative Agent shall not be required, (iv) no such assignments shall be permitted without the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed), and (v) except as set forth in the form attached hereto as Exhibit F Section 18.26 below, no Borrower Party shall be liable or in such other form acceptable to responsible for any costs or expenses incurred by the Administrative Agent) executed , any Lender, any Assignee, or any Affiliate of any of the foregoing in connection with any transaction contemplated pursuant to this Section 18.15. Upon execution and delivery of such instrument, payment by such assigning Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee and receipt of any consent required hereunder, such Assignee shall be deemed to be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with an Individual Loan Commitment as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section 18.15 and if requested by the transferee Lender and/or the transferor Lender, such assignee Lender or Lendersthe transferor Lender, the Administrative Agent andand Borrower shall make appropriate arrangements so new substitute Notes are issued to the Assignee and such transferor Lender by Borrower, if required as provided aboveappropriate. In connection with any such assignment, 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, and (iv) the assigning transferor Lender shall pay to the Administrative Agent a an administrative fee for processing fee such assignment in the amount of $3,500 3,500.00 for the account of Administrative Agent. Notwithstanding anything herein to the contrary, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, any other Borrower Party or any of their respective affiliates. (b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and any out-Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of-pocket attorneys' fees , and expenses incurred by principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in connection with 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 Borrower and any such assignmentLender, at any reasonable time and from time to time upon reasonable prior notice.

Assignments. (a) Each Lender shall have the right Bank may, at any its own expense, from time to time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect assign to assignments to Lenders or to other financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under this Agreement (including without limitation the Loan Documents (including, without limitation, the indebtedness Indebtedness evidenced by the Notes then held owned by such assigning LenderBank, together with an equivalent percentage proportion of its obligation to make Loans loans and participate in Letters of Creditadvances) pursuant to one or more 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, the assigning Lender shall retain at least $10,000,000 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) agreements executed by such assigning LenderBank, such assignee Lender lender or Lenderslenders, the Administrative Agent and, if required as provided above, Company and the BorrowerAgent, which agreement agreements shall specify in each instance the portion of the Obligations Indebtedness evidenced by the Notes which are is to be assigned to the each such assignee Lender lender and the portion of the Commitments of the assigning Lender Bank to be assumed by it (the "Assignment Agreements"); provided, however, that unless the Agent, the Company, the assignor Bank and the assignee Lenderlender, in writing, agree to the contrary, (i) the aggregate amount of the Exposure of the assigning Bank being assigned to such assignee lender pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than the lesser of $5,000,000 or the assignor Bank's unused Revolving Credit Commitment; (ii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register pursuant to Section 11.20 hereof, an Assignment Agreement, together with any Notes subject to such assignment, (iii) the Agent and (except for an assignment made during the continuance of any Event of Default) the Company must each consent, which consents shall not be unreasonably withheld, to each such assignment to (provided no such consent is required for any assignment to any Affiliate of the assigning Bank), and (iv) except in connection with any assignment by a Bank to any of its Affiliates, the assigning Lender shall assignee lender must pay to the Administrative Agent a processing and recordation fee of $3,500 4,000 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with such Assignment Agreement. Upon the execution of each Assignment Agreement by the assigning Bank thereunder, the assignee lender thereunder, the Company and the Agent, satisfaction of all of the conditions set forth above and payment to such assigning Bank by such assignee lender of the purchase price for the portion of the Exposure being acquired by it, (i) such assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with an Exposure in the amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) such assigning Bank shall have no further liability for funding the portion of any of its Commitments assumed by such other Bank, and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement executed by it, the Company shall execute and deliver new Notes to the assignee Bank in the amount of its applicable Commitment or Loan and new Notes to the assigning Bank in the amounts of its applicable Commitment or Loan after giving effect to the reduction occasioned by such assignment, such new Notes to constitute "Notes" for all purposes of this Agreement. Notwithstanding the foregoing, in no event may any assignment be made pursuant to this Section 11.17(a) to any entity which is not a financial institution without the express prior written consent of the Company.

Assignments. (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) and, so long as no Default or Event of Default then exists, the Borrower Company (which consent of the Borrower Company shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationwithheld) to assign sell, assign, transfer or negotiate all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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 CommitmentsRevolving Credit Commitment, outstanding Loans and interests in Letters of CreditCredit Obligations, the assigning Lender shall retain at least $10,000,000 5,000,000 in unused CommitmentsRevolving Credit Commitment, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitmentsa Revolving Credit Commitment, 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 G 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 BorrowerCompany, 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 Revolving Credit Commitment 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, each Borrower shall execute and deliver a Note to the assignee Lender (all such Notes to constitute "Notes" for all purposes of the Loan Documents). The Borrowers authorize 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 Commitment under this Section any financial or other information pertaining to any Borrower or any Subsidiary. (b) Any Lender may at any time pledge or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such 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, 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.

Assignments. (a) Each A Lender shall have the right at may assign to an Eligible Assignee any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents Documents, as long as (includingi) each assignment is of a constant, without limitationand not a varying, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning transferor Lender's ’s rights and obligations under the Loan DocumentsDocuments and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $15,000,000 (unless otherwise agreed by the Agent in its discretion); and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (1) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (2) counterparties to swap agreements relating to any Loans; provided, however, that in order any payment by the Obligated Parties to make any such assignment (i) unless the assigning Lender is assigning all in respect of its Commitmentsany Obligations assigned as described in this sentence shall satisfy the Obligated Parties’ obligations hereunder to the extent of such payment, outstanding Loans and interests in Letters of Credit, no such assignment shall release the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters from its obligations hereunder. Upon delivery to the Agent 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 an assignment shall be evidenced by a written agreement (substantially notice 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 Assignment and the portion of the Commitments of the assigning Lender to be assumed by the assignee LenderAcceptance, 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 (unless otherwise agreed by the Administrative Agent in connection its discretion), the assignment shall become effective as specified in the notice, if it complies with any this Section 11.2(b). From such assignmenteffective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder and the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments. (a) Each The Lender shall have the right may at any time, time assign and delegate to its Affiliates and with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Creditwithheld) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed (each Person described above as being the Person to by the Administrative Agent, whom such assignment shall and delegation is to be of a fixed percentage (and not by its terms of varying percentagemade, being hereinafter referred to as an "Assignee Lender") all or any fraction of the assigning Lender's rights total Loans and obligations under the Loan DocumentsCommitment; provided, however, that the Borrower shall be entitled to continue to deal solely and directly with the Lender in order connection with the interests so assigned and delegated to make any an Assignee Lender until (a) written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrower by the Lender and such Assignee Lender, and (ib) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee such Assignee Lender shall have Commitmentsexecuted and delivered to the Borrower and the Lender such documents as the Lender shall reasonably request, outstanding Loans accepted by the Lender. From and interests in Letters after the date of Credit of at least $5,000,000such assignment, (iiix) each such assignment the Assignee Lender thereunder shall be evidenced 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 Lender in connection with such assignment, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such assignment, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days following such assignment, the Borrower shall execute and deliver to the Lender (for delivery to the relevant Assignee Lender) a written agreement new promissory note (substantially in the form attached hereto as Exhibit F or in such other form acceptable to of the Administrative AgentNote) executed by such assigning evidencing the Assignee Lender, such assignee Lender or Lenders, the Administrative Agent 's assigned Loans and Commitment and, if required as provided above, the Borrower, which agreement shall specify in each instance the assignor Lender has retained Loans and any portion of the Obligations which are to be assigned to Commitment hereunder, a replacement Note in the assignee Lender principal amount of the Loans and the portion of the Commitments Commitment retained by the assignor Lender hereunder (such Note to be in exchange for, but not in payment of, the Note then held by such assignor Lender). Each such Note shall be dated the date of the assigning predecessor Note. The assignor Lender shall ▇▇▇▇ the predecessor Note "exchanged" and deliver it to be assumed the Borrower. Accrued interest on that part of the predecessor Note evidenced by the assignee Lendernew Note, and (iv) accrued fees, shall be paid as agreed to between the assigning assignor Lender and the Assignee Lender. Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall pay be paid to the Administrative Agent a processing fee of $3,500 assignor Lender. Accrued interest and any out-of-pocket attorneys' accrued fees shall be paid at the same time or times provided in the predecessor Note and expenses incurred by the Administrative Agent in connection with any this Agreement. Prior to such assignment, the Borrower and Lender agree to negotiate in good faith to amend and modify this Agreement and related Loan Documents to reflect such additional lender as a party hereto. The Borrower shall not be required to pay any amount under Section 4.1 or 4.2 that is greater than the amount which it would have been required to pay had no assignment been made.

Assignments. (a) Each Lender shall have may, in the right ordinary course of its business and in accordance with applicable law, at any time, with time assign to one or more banks or other financial institutions in the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, United States approved in writing by the Borrower and each other Lender (each referred to as an "Eligible Assignee") within 10 days of notice to the Borrower and the Lenders by such Lender of such assignment (which consent of the Borrower such approval shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationwithheld) to assign all or any part a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with its Commitment and all Advances owing to it) pursuant to an equivalent percentage of its obligation to make Loans assignment 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 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, the assigning Lender shall retain at least $10,000,000 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 acceptance agreement (substantially in the form attached hereto as Exhibit F Schedule 9.3 (each referred to as an "Assignment and Acceptance"). Notwithstanding the foregoing, (i) the Borrower shall not have any right to approve an assignee or receive notice of assignment under this Section 9.3, after the occurrence and continuance of an Event of Default, and (ii) the Borrower shall have a right to receive notice of an assignment under this Section 9.3, but not an approval right with respect to such assignment, if the assignee is an entity which has merged with a particular Lender and such assignee has by operation of law succeeded to all of the obligations, liabilities and rights of the particular Lender, provided, however, that to the extent any Lender assigns its obligations hereunder (including any assignment by operation of law), such Eligible Assignee shall be a United States Person. (b) Upon such execution, delivery and acceptance of, and from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 and 8.7 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligation ▇▇▇▇▇▇ this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, each Lender assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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 any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party, or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.4 and such other form acceptable documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent, acting for this purpose (but only for this purpose) as the agent of the Borrower, shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lender and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for purposes of this Section 9.3, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or the Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an assignment and acceptance agreement executed pursuant to the Administrative Agentpreceding subsection (a), together with any Note or Notes subject to such assignment, the Agent will (i) accept such Assignment and Acceptance executed pursuant to the preceding subsection (a), (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to Borrower. In the case of any assignment by such assigning a Lender, within five (5) Business Days after its receipt of such assignee Lender or Lenders, the Administrative Agent and, if required as provided abovenotice, the Borrower, which agreement at its own expense, shall specify in each instance the portion of the Obligations which are to be assigned execute and deliver to the assignee Lender Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Lender's Commitment assumed by it pursuant to such Assignment and the portion of the Commitments of the Acceptance agreement and, if any assigning Lender has retained a commitment hereunder, a new Note to be assumed by the assignee Lender, and (iv) the order of such assigning Lender in an amount equal 84 to such assigning Lender's Commitment retained by it hereunder. Such new Note or Notes shall pay be in an aggregate principal amount equal to the Administrative Agent a processing fee aggregate principal amount of $3,500 such surrendered Note or Notes, shall be dated the effective date of such assignment and any out-of-pocket attorneys' fees acceptance agreement and expenses incurred by shall be in substantially the Administrative Agent in connection with any such assignmentform of Exhibit A hereto.

Assignments. (a) Each Any Lender shall have the right may at any time, with the prior consent of the Administrative Agent and, so long as no Default time pledge or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part portion of its rights Pro Rata Share of the Commitment and the Loans to a Federal Reserve Bank, provided that no such pledge or assignment shall release a Lender from its obligations under hereunder. Subject to the Loan Documents terms and conditions hereinafter set forth, any Lender may assign (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage "ASSIGNING LENDER") all or any portion of its obligation Pro Rata Share of the Commitment to make Loans and participate any financial institution having at least $500,000,000 in Letters of Creditassets New Lender(the "NEW LENDER") to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by after giving effect thereto, neither the Administrative Agent, such assignment Assigning Lender nor the New Lender shall be of have a fixed percentage (and not by its terms of varying percentage) Pro Rata Share of the assigning Lender's rights Commitment and obligations under the Loans in the aggregate of less than $5,000,000, and Fleet and/or its affiliates shall retain for their own account at least 50% of the Term Loan Documents; provided, however, that in order to make and 50% of the Revolving Credit Loan Commitment. SECTION 9.11.1. In connection with any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of CreditAssigning Lender, the assigning New Lender and the Agent shall retain at least $10,000,000 in unused Commitments, outstanding Loans enter into a an Assignment 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 Acceptance Agreement in the form attached of EXHIBIT 9.11.1 hereto (an "ASSIGNMENT AND ACCEPTANCE AGREEMENT") pursuant to which such New Lender shall be substituted for the Assigning Lender requesting the substitution in question to the extent of the reduction in the Assigning Lender's portion of the Loans specified therein. In addition, such New Lender shall assume such of the obligations of each Assigning Lender under the Financing Documents as Exhibit F or may be specified in such other Assignment Agreement and this Agreement shall be amended by execution and delivery of each Assignment Agreement to include such New Lender as a Lender for all purposes under the Financing Documents and to substitute for the then existing EXHIBIT 1.9 to this Agreement a new EXHIBIT 1.9 in the form acceptable of SCHEDULE A 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 Assignment Agreement setting forth the portion of the Obligations Loans belonging to each Lender following execution thereof. The Agent and each New Lender shall countersign and accept delivery of each Assignment Agreement. SECTION 9.11.2. Without prejudice to any other provision of this Agreement, each New Lender shall, by its execution of an Assignment Agreement, agree that neither the Agent nor any Lender is any way responsible for or makes any representation or warranty as to: (a) the accuracy and/or completeness of any information supplied to such New Lender in connection therewith, (b) the financial condition, creditworthiness, affairs, status or nature of Borrower, any of the Affiliates and/or any of the Subsidiaries or the observance by Borrower, or any other party of any of its obligations under this Agreement or any of the other Financing Documents or (c) the legality, validity, effectiveness, adequacy or enforceability of any of the Financing Documents. SECTION 9.11.3. The Agent shall be entitled to rely on any Assignment Agreement delivered to it pursuant to this SECTION 9.11 which are is complete and regular on its face as to its contents and appears to be assigned signed on behalf of the New Lender which is a party thereto, and the Agent shall have no liability or responsibility to any party as a consequence of relying thereon and acting in accordance with and countersigning any such Assignment Agreement. The effective date of each Assignment Agreement shall be the date specified as such therein and each Lender prior to such effective date shall, for all purposes hereunder, be deemed to have and possess all of their respective rights and obligations hereunder up to 12:00 o'clock Noon on the effective date thereof. SECTION 9.11.4. Upon delivery to the assignee Agent of any Assignment Agreement pursuant to and in accordance with this SECTION 9.11 and acceptance thereof by the Agent (which delivery shall be evidenced and accepted exclusively and conclusively by the Agent's countersignature thereon pursuant to the terms hereof without which such Assignment Agreement shall be ineffective): (i) except as provided hereunder and in SECTION 9.11.5, the respective rights of each Assigning Lender and Borrower against each other under the Financing Documents with respect to the portion of the Commitments of Commitment and the assigning Loans being assigned or delegated shall be terminated and each Assigning Lender and Borrower shall each be released from all further obligations to the other hereunder with respect thereto (all such rights and obligations to be assumed by the assignee Lender, so terminated or released being referred to in this SECTION 9.11 as "Discharged Rights 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 assignmentObligations"); and

Assignments. (ai) Each Any Lender shall have may, in the right ordinary course of its business and in accordance with applicable law, at any time, with the prior consent of the Administrative Agent and, so long as no Default time assign to one or Event of Default then exists, the Borrower more banks or other entities (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation"Purchasers") to assign all or any part a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, its Commitment and the indebtedness evidenced by Loans owing to it hereunder) in accordance with the Notes then held by such assigning Lender, together with an equivalent percentage provisions of its 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 Administrative Agent, such this Section 11.08(c). Each assignment shall be of a fixed percentage (constant, and not by its terms a varying, ratable percentage of varying percentage) all 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, the assigning Lender shall retain at least $10,000,000 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 this Agreement. Such assignment shall be evidenced by a written agreement (substantially an Assignment Agreement in the form attached hereto as Exhibit F or in such other form acceptable and substance reasonably satisfactory to the Administrative AgentAgent and shall not be permitted hereunder unless such assignment 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 Requisite Lenders after the occurrence of a Default) executed by and such Lender's Commitment Amount. (ii) Upon (i) delivery to the Agent of 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 Agent for processing such assignment if such assignment is to a Person which is not an affiliate of the assigning Lender, such assignee Lender or Lenders, assignment shall become effective on the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify effective date specified in each instance the portion such Notice 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 (iv) the Assignment. The assigning Lender shall pay be obligated to reimburse the Administrative Agent a processing fee for all other costs and expenses associated with the preparation and execution of $3,500 and any out-of-pocket such assignment (including reasonable attorneys' fees arising out of such preparation and expenses incurred execution of such assignment). The Notice of Assignment shall contain a representation by the Administrative Agent Purchaser 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 connection with any and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser, if not already a Lender, shall 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 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 Purchaser pursuant to this Section 11.08(c)(ii), the transferor Lender, the 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. (iii) The 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.

Assignments. (a) Each Lender shall have the right at any timemay, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which written consent of the Borrower and the Agents (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign all or any part a portion of its rights and obligations under hereunder pursuant to an assignment agreement substantially in the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage form of its obligation to make Loans and participate in Letters of Credit) Exhibit 11.3 to one or more commercial banks Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or other financial institutions or investors, provided that, unless otherwise agreed to the remaining amount of Commitments held by the Administrative Agent, such Lender) and (ii) each such assignment shall be of a fixed constant, not varying, percentage (and not by its terms of varying percentage) all of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to make the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $5,000 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment (i) unless assignment, the assigning Lender is assigning assignee shall become a "Lender" for all purposes of its Commitmentsthis Credit Agreement and the other Credit Documents and, outstanding Loans and interests in Letters to the extent of Creditsuch assignment, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding be relieved of its obligations hereunder to the extent of the Loans and interests in Letters Commitment components being assigned. Along such lines the Borrower agrees that upon notice of Creditany such assignment and surrender of the appropriate Note or Notes, (ii) it will promptly provide to the assigning Lender and to the assignee Lender shall have Commitments, outstanding Loans and separate promissory notes in the amount of their respective 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 original Note or Notes (but with notation thereon that it is given in substitution for and the portion replacement of the Commitments of original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender to be assumed by thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (ivvi) such assignee appoints and authorizes the assigning Lender shall pay Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred Agents by the Administrative Agent terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in connection accordance with any such assignmenttheir terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender.

Assignments. (a) Each Lender shall have may assign to one or more Eligible Assignees (other than the right at any time, with the prior consent Borrower or a Affiliate of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationBorrower) to assign all or any part a portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of the indebtedness evidenced by the Advances owing to it, any Note or Notes then held by such assigning Lender, together with an equivalent percentage of its obligation it and all other amounts funded by or payable 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 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 Documentsit hereunder); provided, however, that in order to make any no such assignment may occur prior to the Termination Date without the prior written consent of the Borrower, the L/C Issuer and the Agent. The parties to each such assignment shall execute and deliver to the Agent, for recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment. Upon such execution and delivery, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.12 and 8.04 to the extent any claim thereunder relates to an event arising prior such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed, (i) unless record the assigning Lender is assigning all of its Commitments, outstanding Loans and interests information contained therein in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of CreditRegister, (ii) give prompt notice thereof to the Borrower and (iii) deliver any such Note or Notes to the Borrower for cancellation and/or exchange for newly issued Notes (if any) in accordance with the provisions of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, no assignee Lender shall have Commitments, outstanding Loans and interests be entitled to receive payments under Section 2.10 and/or 2.12 hereof in Letters respect of Credit Advances or other rights assigned to it to the extent such payments would be in excess of at least $5,000,000, (iii) each the amounts to which the Lender assigning such Advances or other rights was entitled pursuant to such provisions prior to such assignment (giving effect to this Section 8.07(c) with respect to any prior assignment to such Lender); provided, however, that the provisions of this Section 8.07(c) shall be evidenced by a written agreement (substantially not prohibit the payment of greater amounts under the provisions of Sections 2.10 or 2.12 to the extent arising from an event occurring subsequent to the consummation of such assignment and, in the form attached hereto as Exhibit F or in such other form acceptable case of Section 2.12, to the Administrative Agent) executed by extent that 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 event would have entitled the assigning Lender to such greater amount had such assignment not been made (giving effect to this Section 8.07(c) with respect to any prior assignment to such assigning Lender). (d) The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, principal amount of the Advances owing to each Lender from time to time and, in the case of the Initial Lender, the amount of the Commitment from time to time (the “Register”). The entries in the Register shall be assumed conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the assignee Lender, Borrower or any Lender at any reasonable time and (iv) the assigning Lender shall pay from time 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 assignmenttime upon reasonable prior notice.

Assignments. (a) Each Lender shall have the right may at any time, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to time assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more commercial banks Persons (any such Person, an “Assignee”) all or other financial institutions any portion of its Loans or investorsits commitment to make advances under the Line of Credit, provided that, unless otherwise agreed to by the Administrative Agent, without consent of Borrower. Any such assignment shall be made with prior written notice to Borrower and delivery to Borrower of an Assignment Agreement that identifies the Assignee, its address, its U.S. tax identification number, if any, and any requisite documentation required by Section 12.2 and the principal amount of the Loans and interest owing thereon assigned to Assignee. Borrower shall maintain a copy of each such notice and Assignment Agreement delivered to it and register (the “Register”) for the recordation of names and addresses of the Lenders and the commitment of, and principal amount and interest thereon of each Loan assigned to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a fixed percentage (and not by its terms of varying percentage) Lender's interest in the Register shall be conclusive, absent manifest error, as to the ownership of the assigning Lender's interests in the Loans. The parties hereto agree and intend that the Loans shall be treated as being in “registered form” for the purposes of the Code, and the Register shall be maintained in accordance with such intention. Each Lender granting a participation shall, as a non-fiduciary agent of the Borrower, maintain a register containing information similar to that of the Register in a manner such that the Loans hereunder are in “registered form” for the purposes of the Code. To the extent Lender assigns all or a portion of the Loans and commitments hereunder, Borrower and the other Loan Parties hereby agree to execute such amendments and/or restatements of this agreement and the other Loan Documents to reflect the existence of an administrative agent for the Lenders and/or reflect tax provisions to protect any foreign lenders. (b) From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations under hereunder have been assigned to such Assignee pursuant to an assignment agreement between Lender and the Loan Documents; providedAssignee, however, that in order to make any such assignment (i) unless shall have the assigning rights and obligations of Lender is assigning all of its Commitments, outstanding Loans hereunder and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) Lender, to the assignee extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, Lender) pursuant to an effective assignment agreement, Borrower shall execute and deliver to the Assignee (and, as applicable, Lender) a note in the principal amount of the principal amount of the Assignee's Loans (and, as applicable, a note in the principal amount of the pro rata share of the principal amount of the Loans retained by Lender). Each such note shall be dated the effective date of such assignment. Upon receipt by Lender of such note, Lender shall have Commitments, outstanding Loans and interests return to Borrower any prior note held by it. (c) Lender may at any time pledge or assign a security interest in Letters all or any portion of Credit its rights under this Agreement to secure obligations 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 including any pledge 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 assignment to be assigned secure obligations to the assignee Lender and the portion of the Commitments of the assigning Lender to be assumed by the assignee Lendera Federal Reserve Bank, and (iv) the assigning Lender this Section shall pay not apply 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 assignmentpledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto.

Assignments. (a) Each Lender shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Default Any Bank may assign to one or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld more banks or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation) to assign other entities all or any part portion of its rights and obligations under the Loan Documents this Agreement (including, without limitation, all or a portion of its Revolving A Loan Commitment, its Revolving B Loan Commitment, the indebtedness evidenced by Advances owing to it, the Notes then held by such assigning Lenderit, together with an equivalent percentage of its obligation to make Loans and participate the participation interest in the Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to Credit owned 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 Documentsit); provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning each such assignment affecting such Bank's Revolving A Loan Commitment shall be of a constant, and not a varying, percentage of all of its Commitments, outstanding Loans such Bank's rights and interests obligations under this Agreement in Letters respect of Credit, the assigning Lender shall retain at least $10,000,000 in unused Commitments, outstanding Loans and interests in Letters of Creditsuch Revolving A Loan Commitment, (ii) each such assignment affecting such Bank's Revolving B Loan 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 Revolving B Loan Commitment, (iii) assignments of any Revolving A Loan Commitment shall be made in minimum amounts of $5,000,000 and be made in integral multiples of $1,000,000 and the assignee Lender assigning Bank, if it retains any Revolving A Loan Commitment, shall have Commitments, outstanding Loans and interests in Letters of Credit of maintain at least $5,000,0005,000,000 of such Revolving A Loan Commitment, (iiiiv) assignments of any Revolving B Loan Commitment shall be made in minimum amounts of $5,000,000 and be made in integral multiples of $1,000,000 and the assigning Bank, if it retains any Revolving B Loan Commitment, shall maintain at least $5,000,000 of such Revolving B Loan Commitment, (v) each such assignment shall be evidenced by a written agreement to an Eligible Assignee, (substantially vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the form attached hereto as Exhibit F Register, an Assignment and Acceptance, together with the Note or in Notes subject to 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 Lenderassignment, and (ivvii) each Eligible Assignee (other than the assigning Lender Eligible Assignee of the Agent) shall pay to the Administrative Agent a processing fee $3,000 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of $3,500 a Bank hereunder and any out-of-pocket attorneys' fees (B) such Bank thereunder shall, to the extent that rights and expenses incurred obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Administrative Agent in connection with any case of an Assignment and Acceptance covering all or the remaining portion of such assignmentBank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments. (a) Each Lender shall have (a "TRANSFERRING LENDER") may assign its Revolver Commitment or Term Commitment (including its share in any Advances made hereunder), or any part thereof in a minimum amount of Cdn.$10,000,000, or such lesser amount as the right at Agent and Gerdau Steel may permit, to (i) any timePerson during the period of primary syndication of the Credit Facilities, (ii) any affiliate of the Transferring Lender, (iii) prior to the occurrence of an Event of Default, to any Person not referred to in clauses (i) and (ii), with the prior consent of the Administrative Agent andand Gerdau Steel, so long as no Default such consent not to be unreasonably withheld or delayed or (iv) after the occurrence of an Event of Default then existsDefault, to any other Person without the Borrower (which consent of any other party hereto, other than the Borrower Agent whose consent shall still be required and which will not be unreasonably withheld or delayed, and which consent of . Any such transfer to any Person permitted pursuant to the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationpreceding sentence (a "TRANSFEREE") to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of made pursuant to 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, the assigning Lender shall retain at least $10,000,000 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 loan transfer agreement (a "LOAN TRANSFER AGREEMENT") substantially in the form attached hereto as Exhibit F of Schedule H (or in such other form acceptable to similar effect as the Agent may approve). Each Loan Transfer Agreement must be delivered to the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent andat least five Banking Days before it takes effect accompanied, if required as provided above, such assignment is not being made to an affiliate of an existing Lender and is not being made during the Borrower, which agreement shall specify in each instance the portion period of primary syndication of the Obligations which are to be assigned Credit Facilities, by payment to the assignee Lender and the portion Agent of the 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 Cdn.$3,500. Each party hereto hereby agrees that any such assignmentTransferee under any such Loan Transfer Agreement shall be entitled to rights identical to the rights assigned to such Transferee as if such Transferee were named in this Agreement as an original party in substitution for the Transferring Lender in respect of such Revolver Commitment and Term Commitment, or part thereof, assigned, and such Transferring Lender shall be released from all obligations in relation to its Revolver Commitment and Term Commitment, or part thereof, so assigned.

Assignments. (a) Each Lender Seller and each Financial Institution hereby agree and consent to the complete or partial assignment by Company of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Financial Institutions pursuant to Section 13.1 or to any other Person, and upon such assignment, Company shall be released from its obligations so assigned. Further, Seller and each Financial Institution hereby agree that any assignee of Company of this Agreement or all or any of the Purchaser Interests of Company shall have all of the rights and benefits under this Agreement as if the term "Company" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of Company hereunder. Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement. (b) Any Financial Institution may at any time, with the prior consent of the Administrative Agent and, so long as no Default time and from time to time assign to one or Event of Default then exists, the Borrower more Persons (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporation"Purchasing Financial Institutions") to assign all or any part of its rights and obligations under the Loan Documents (includingthis Agreement pursuant to an assignment agreement, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 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, the assigning Lender shall retain at least $10,000,000 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 set forth in Exhibit VII hereto as Exhibit F or in such other form acceptable to (the Administrative Agent"Assignment Agreement") executed by such assigning Lender, Purchasing Financial Institution and such assignee Lender or Lenders, the Administrative Agent and, if selling Financial Institution. The consent of Company shall be required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned prior to the assignee Lender and the portion effectiveness of the 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. Each assignee of a Financial Institution must (i) have a short-term debt rating of A-1 or better by S&P and P-1 by ▇▇▇▇▇'▇ and (ii) agree to deliver to the Agent, promptly following any request therefor by the Agent or Company, an enforceability opinion in form and substance satisfactory to the Agent and Company. Upon delivery of the executed Assignment Agreement to the Agent, such selling Financial Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, the Purchasers or the Agent shall be required. (c) Each of the Financial Institutions agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by S&P and P-1 by ▇▇▇▇▇'▇ (an "Affected Financial Institution"), such Affected Financial Institution shall be obliged, at the request of Company or the Agent, to assign all of its rights and obligations hereunder to (x) another Financial Institution or (y) another funding entity nominated by the Agent and acceptable to Company, and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Financial Institution; provided that the Affected Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Financial Institution's Pro Rata Share of the Aggregate Capital and Yield owing to the Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions.

Assignments. (a) Each Lender shall have the right may at any timetime assign (each, with the prior consent of the Administrative Agent and, so long as no Default or Event of Default then exists, the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed, and which consent of the Borrower shall not be required with respect to assignments to Lenders or to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationan “Assignment”) to assign any Person (other than a direct competitor of Borrower) (each, an “Assignee”) all or any part a portion of its rights and obligations under the Loan Documents (including, without limitationthis Agreement, the indebtedness evidenced by other Credit Documents or the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment Obligations. Assignment shall be of a fixed percentage subject to the following: (and i) Assignments shall be made with the prior written consent (not by its terms of varying percentageto be unreasonably withheld or delayed) of the assigning Lender's Borrower, provided that no consent of the Borrower shall be required for an assignment to an Affiliate of Lender or to an Approved Fund or, if an Event of Default has occurred and is continuing; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Lender within five (5) Business Days after having received notice thereof; (ii) execution by ▇▇▇▇▇▇ and such Assignee of an Assignment Agreement, in form and substance satisfactory to Lender (each, an “Assignment Agreement”) and delivery of same to the Borrower; and (iii) upon its receipt of a duly executed and completed Assignment Agreement, ▇▇▇▇▇▇ shall record the information contained in such Assignment Agreement in the Register and give prompt notice thereof to the Borrower. From and after the effective date of an Assignment, the Assignee shall be a party hereto and, to the extent of the interest assigned pursuant to the Assignment, have the rights and obligations of Lender under the Loan Documents; providedthis Agreement, howeverand Lender shall, 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, the assigning Lender shall retain at least $10,000,000 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 extent of the Obligations which are to interest assigned, be assigned released from its obligations under this Agreement. The Borrower hereby consents to the assignee disclosure of any information obtained by Lender and the portion of the 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 this Agreement to any such assignmentPerson to which Lender sells, or proposes to sell, the Loan.

Assignments. Each Lender (a “Transferring Lender”) may, with the prior written consent of the Agent assign its Commitment (including its share in any Loans made under the Loan Facility), or any part thereof in a minimum amount of $1,000,000, or such lesser amount as the Agent may permit, to (a) Each any other Lender shall have or any Affiliate or Approved Fund of the right at Transferring Lender, (b) prior to the occurrence of a Default and so long as no Default exists, to any timeperson not referred to in clause (a) above who is not a BioAmber Competitor, with the prior consent of the Administrative Agent andBorrower, so long as no Default or Event of Default then exists, the Borrower (which such consent of the Borrower shall not to be unreasonably withheld or delayed, or (c) after the occurrence of a Default and which consent of while the Borrower shall not be required with respect same is continuing, to assignments any other person. Any such transfer to Lenders or any person permitted pursuant to financial institutions which are wholly-owned Subsidiaries of the assigning Lender's ultimate parent corporationpreceding sentence (a “Transferee”) to assign all or any part of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of made pursuant to 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, the assigning Lender shall retain at least $10,000,000 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 loan transfer agreement (a “Loan Transfer Agreement”) substantially in the form attached hereto as Exhibit F of Schedule 6 (or in such other form acceptable to substantially the same effect as the Agent may approve). Each Loan Transfer Agreement must be delivered to the Administrative AgentAgent at least five (5) executed by Business Days before it takes effect accompanied, if such assigning assignment is not being made to an Affiliate or Approved Fund of an existing Relevant 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 by payment to the assignee Lender and the portion Agent of the 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 3,500. Each party hereto hereby agrees that any such Transferee shall be subject to the obligations identical to the obligations assigned under any such Loan Transfer Agreement and shall be entitled to rights identical to the rights assigned to such Transferee as if such Transferee were named in this Agreement as an original party in substitution for the Transferring Lender in respect of each such Commitment, or part thereof, assigned, and such Transferring Lender shall be released from all obligations in relation to each of its Commitments, or part thereof, so assigned. The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Loan Transfer Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the 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 out-of-pocket attorneys' fees Lender, at any reasonable time and expenses incurred by the Administrative Agent in connection with any such assignmentfrom time to time upon reasonable prior notice.

Assignments. (a) Each Any Lender shall have the right may at any timetime assign to one or more Persons (any such Person, an “Assignee”) all or any portion of the Loan and Commitment, with the prior written consent of the Administrative Agent and▇▇▇▇▇▇▇▇, so long as no Default or Event of Default then exists, the Borrower exists (which consent of the Borrower shall not be unreasonably withheld or delayed, delayed and which consent of the Borrower shall not be required with respect for an assignment by a Lender to assignments an Affiliate of such Lender). Borrower shall be deemed to Lenders or have granted its consent to financial institutions any assignment requiring its consent hereunder unless ▇▇▇▇▇▇▇▇ has expressly objected to such assignment within three Business Days after notice thereof. (b) From and after the date on which are wholly-owned Subsidiaries the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to an assignment agreement between a Lender and the Assignee, shall have the rights and obligations of such Lender hereunder and (ii) such Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the assigning Assignee (and, as applicable, a Lender's ultimate parent corporation) pursuant to an effective assignment agreement, Borrower shall execute and deliver to the Assignee (and, as applicable, such Lender) a Note in the principal amount of the Assignee’s Loan (and, as applicable, a Note in the principal amount of the Loan retained by such Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by such Lender of such Note, such Lender shall return to Borrower any prior Note held by it. (c) A Lender may at any time pledge or assign a security interest in all or any part portion of its rights under this Agreement to secure obligations of such Lender and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by this Section shall not apply to any such assigning Lender, together with an equivalent percentage pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release such Lender from any of its obligation to make Loans and participate in Letters of Credit) to one obligations hereunder or more 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 substitute any such assignment (i) unless the assigning pledgee or assignee for such Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 as 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, 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 assignmentparty hereto.

Assignments. (a) Each Any Lender shall have the right (an "Assignor") may, in accordance with applicable law, at any timetime and from time to time assign to any Person (an "Assignee"), with the prior consent of (i) in the case of an assignment of all or portion of a Term Loan, the Administrative Agent and(which consent shall not be required in the case of any assignment to a Lender, so long as no Default an Affiliate of a Lender or Event an Approved Fund of Default then existsany 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, (A) each Issuing Lender (B) the Administrative Agent and (C) the Borrower (which such consent of the Borrower shall not to be unreasonably withheld or delayed, and which ) (except that the consent of the Borrower shall not be required with respect to assignments to Lenders at any time a Default or to financial institutions which are wholly-owned Subsidiaries Event of the assigning Lender's ultimate parent corporation) to assign Default shall have occurred and be continuing), all or any part of its rights and obligations under the Loan Documents (includingthis Agreement pursuant to an Assignment Agreement, without limitation, the indebtedness evidenced by the Notes then held executed by such assigning Assignee, such Assignor and any other Person 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 Commitments or Revolver Loans, $3,000,000 (other than, in each case, an assignment of all of a Lender, together with an equivalent percentage 's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of its obligation to make Loans and participate in Letters of Credit) to a single Lender as one or more commercial banks or other financial institutions or investors, provided thatassignment), unless otherwise agreed to by the Borrower and the Administrative AgentAgent (and, in the case of an assignment of all or a portion of a Revolver Commitment, each Issuing Lender) and; provided, further, that 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 Commitments or Revolver 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 a party hereto and, to the extent provided in such Assignment Agreement, have the rights and obligations of a fixed percentage Lender hereunder with Loans and Commitments as set forth therein, and (and not by ii) the Assignor thereunder shall, to the extent provided in such Assignment Agreement, be released from its terms obligations under this Agreement (and, in the case of varying percentage) an Assignment Agreement covering all of the assigning Lenderan Assignor's rights and obligations under the Loan Documents; providedthis Agreement, however, such Assignor shall cease to be a party hereto). Any assignment or sale that in order to make any such assignment does not comply with this clause (ia) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit, the assigning Lender shall retain at least $10,000,000 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 treated for purposes of this Agreement as a sale by such Lender of a written agreement participation in such rights and obligations in accordance with Section 10.11.2. (substantially b) 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 form attached hereto as Exhibit F or Register shall be conclusive, in such other form acceptable to 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 such assigning Lenderan Assignor, such assignee Lender or Lenders, the Administrative Agent and, if an Assignee and any other Person whose consent is 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, and Section 10.11.1 (iva) the assigning Lender shall pay together with payment to the Administrative Agent of a registration and processing fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred (unless waived by the Administrative Agent in connection 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 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 release a Lender from any of its obligations hereunder or substitute any such assignmentassignee 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 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 as if, 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 portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such 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.

Assignments. (a) Each The Borrower may not assign its rights or obligations hereunder without the prior written consent of all of the Lenders. If an Event of Default has occurred and is continuing, a Lender shall have may, at the right at any timeBorrower's cost and expense, with the prior consent of the Administrative Agent andand each Fronting Lender (such consents not to be unreasonably withheld) and upon payment to the Agent by the assigning Lender of U.S. $3,500 but without the Borrower's consent, so long as assign in whole or in part their rights and obligations under this Agreement and the other Loan Documents to any assignee. If no Default or Event of Default then existshas occurred, a Lender may, at its sole cost and expense, with the prior consent of the Agent, the Borrower and each Fronting Lender (which consent of the Borrower shall such consents not to be unreasonably withheld or delayed) and upon payment to the Agent by the assigning Lender of U.S. $3,500, assign in whole or in part their rights and which obligations under this Agreement and the other Loan Documents to a lending institution provided any increased cost arising solely as a result of the residency of such lending institution will be an obligation of such Lender. Assignments must be in a minimum amount of U.S. $5,000,000 and in increments of U.S. $1,000,000 thereafter except in the case of an assignment of a Lender's entire Commitment and, if an assignment is not of a Lender's entire Commitment, such Lender must thereafter retain for its own account a minimum Commitment of U.S. $5,000,000. Notwithstanding the foregoing and without the consent of the Borrower shall not be required with respect or the Agent or the payment of the aforementioned U.S. $3,500, a Lender may, at any time, assign all or any part of its Commitment to assignments to Lenders an affiliate of the Lender or to financial institutions which are wholly-owned Subsidiaries an Approved Fund provided that any increased cost arising solely as a result of the assigning residency of such affiliate or Approved Fund will be an obligation of such Lender and provided that, in the case of an assignment to an Approved Fund, the Lender remains responsible for, and is not released from, any and all funding obligations hereunder of such Lender's ultimate parent corporation. Upon any assignment by a Lender to an assignee permitted by this Section 13.1(a) (a "Permitted Assignee") in accordance with the provisions of this Section 13.1(a), such Lender shall cause such Permitted Assignee to assign all be substituted for such Lender in respect of the whole or any part of its rights and obligations under the Loan Documents (includingwhich are so assigned by the execution of a Lender Transfer Agreement and such Lender shall, without limitationas of the effective date thereof but subject to the provisions of the immediately prior sentence with respect to an assignment to an Approved Fund, be released from their obligations to the Borrower hereunder arising subsequent to such date to the extent thereof. Any such assignment prior to the occurrence of an Event of Default which is continuing shall not increase, in aggregate, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its 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 Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) liabilities of the assigning Lender's rights and obligations Borrower hereunder including without limitation 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, the assigning Lender shall retain at least $10,000,000 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, 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 assignmentSection 7.3.