Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such LenderBorrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that, unless that an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a amount less than the minimum amount of $5,000,0005,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment Acceptance, along with an Administrative Questionnaire and Acceptance”) together with any note or notes subject to such assignment know-your-customer documentation; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and Borrower (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that if a Default or Event of Default has occurred and is continuing, the consent of the Borrower shall not be required; provided, further, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)) and, so long as no Event of Default has occurred and is continuing, prior written consent of Xxxxxxxxx, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender Xxxxxx and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), ) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided thatand, unless an assignor if the remaining Commitment of such Lender has assigned and delegated all of its Loans and Commitmentswould be less than $5,000,000, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500, except in the case of an assignment and delegation by a Lender to an Affiliate of such Lender.

Assignments; Participations. (a) Any Lender may, upon prior written notice to the Agent and in consultation with the written consent of the Agent Parent (which consent consultation shall not be unreasonably withheldbinding on such Lender or the Agent), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Term Loan and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided 5,000,000; provided, however, that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsPro Rata Share of the Term Loan, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment an interest in the Obligations in a minimum amount of $5,000,000); provided, however, that that there shall be no such limitations or restrictions in connection with the assignments contemplated on or about the Closing Date (the "Closing Date Assignments") or in connection with any subsequent assignments by the Lenders party to the Agreement immediately after giving effect to the Closing Date Assignments to any Affiliate, fund, or other investment vehicle organized, controlled or managed by any such Lender; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Parent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Parent and the Agent an Assignment and Acceptance in substantially the form of Exhibit F C (“"Assignment and Acceptance”") together with any note or notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Term Loan in accordance herewith. In connection with any assignment hereunder, each Lender agrees to return to Parent any old Term Notes marked cancelled promptly upon the consummation of any assignment hereunder so long as such Lender has received a substitute Term Note evidencing its Pro Rata Share of the Term Loan, if any, after giving effect to the assignment.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lenders (other than the French Swingline Lender) and the Letter of Credit Issuers, and (iii) so long as no Event of Default pursuant to paragraph (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing, the Borrowers’ Agent (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate or branch of such a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iw) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (iix) such Lender and its Assignee shall have delivered deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in Acceptance; (y) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, Commitments no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F A (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a) Any Lender may, with the written consent of Metals USA, the Agent Administrative Agent, the Swingline Lender and each Letter of Credit Issuer (which consent consents shall not be unreasonably withheld), withheld or delayed) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent Metals USA shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of a Lender, during the primary syndication of the Commitments and/or the Revolving Loans to Persons identified by the Administrative Agent to Metals USA on or prior to the Closing Date and reasonably acceptable to Metals USA, or after the occurrence and during the continuance of an Event of Default; and provided further that Metals USA shall be deemed to have consented to any such Lenderassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an “Assignment”), in a minimum amount of $5,000,000 2,500,000 (provided that, (i) unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0002,500,000 and (ii) such amount may be aggregated in respect of each Lender and its Affiliates or Related Funds); provided, however, that the Borrower Borrowers and the Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) the parties to such Lender Assignment shall execute and its Assignee shall have delivered deliver to the Borrower and the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the form sole discretion of Exhibit F (“Assignment the Administrative Agent and Acceptance”) together with any note or notes subject provided that only one such fee shall be payable in the case of concurrent assignments to persons that, after giving effect to such assignment assignments, will be Related Funds); and (iii) unless the assignment is to Assignee, if it shall not be a Lender’s Affiliate, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms provided for under Section 5.1 and such assignment shall have been recorded pursuant to paragraph (e) of this Section 13.3. If required, the assignor Lender Borrowers agree to promptly execute and deliver, upon or Assignee has paid concurrently with the surrender of the existing Notes, new Notes and replacement Notes as reasonably requested by the Administrative Agent to evidence assignments of the Agent a processing fee Revolving Loans and Commitments in the amount of $3,000accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided thatand, unless an assignor if the remaining Commitment of such Lender has assigned and delegated all of its Loans and Commitmentswould be less than $5,000,000, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F D (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)) and written consent of Borrowers so long as no Event of Default has occurred and is continuing, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 5,000,000.00 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0005,000,000.00); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F “C” (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,000.00.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably delayed or withheld) and, if no Event of Default exists, the Borrower Agent (which consent shall not be unreasonably delayed or withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of of, or a fund managed by, such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment and assignment, (iii) unless the except for an assignment is to a Lender’s an Affiliate, the assignor Lender or Assignee has paid to the Agent a processing and recordation fee in the amount of $3,0005,000 and (iv) Agent shall have received any forms required by Section 12.10.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or a Related Fund) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunderhereunder (provided that, in all cases, the Loans assigned by the assignor Lender shall be composed of pro-rata portions of the assignor Lender's Commitment), in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”) together with any note or notes subject to such assignment and "); (iii) unless the assignment is Assignee executes and delivers to the First Lien Agent and First Lien Co-Agent a Lender’s Affiliate, written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; and (iv) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of the Agent (Agent, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions a portion of its rights and obligations under this Agreement (provided that no consent including, without limitation, a portion of its Revolving Credit Commitment, a portion of its Term Loan Commitment, the Agent shall be required in connection with any assignment Loans owing to it and delegation by its rights and obligations as a Lender with respect to an Affiliate Letters of such LenderCredit) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Related Documents; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice each such assignment shall be in a principal amount of not less than $10,000,000 and in multiples of $5,000,000 in excess thereof (or the remainder of such assignmentLender's Revolving Credit Commitment, together with payment instructionsTerm Loan Commitment or Term Loan), addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to no such assignment shall be made, other than by CIT, and (iii) unless the parties to each such assignment is shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance. 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 Lender’s Affiliateparty hereto and to the other Related Documents 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 (including, without limitation, the assignor obligation to participate in Letters of Credit) of a Lender or Assignee has paid hereunder and thereunder and (B) the assigning Lender shall, to the Agent a processing fee in the amount of $3,000extent 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.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), and, to the extent no Event of Default then exists, after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)) and, so long as no Event of Default has occurred and is continuing, prior written consent of Borrowers, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), and, if no Default or Event of Default exists, with the written consent of the Borrowers’ Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrowers’ Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender capable, in the good faith judgment of such Lender, of performing its obligations hereunder) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment ), and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Any assignment in violation of this Section 11.2 shall be null and void.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and so long as no Default or Event of Default then exists, the Administrative Borrower (which consent consents shall not be unreasonably withheld, conditioned or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum aggregate amount of $5,000,000); provided, however, that no such assignment shall be made unless a pro rata assignment of such Lender's Loans and Commitments under, and as defined in, the Loan and Security Agreement shall be made simultaneously to the same Person; and provided further, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. Etc(a). (a) Any Lender Bank may, with the written consent of the Company, the Swingline Bank and the Agent (which consent in each case shall not be unreasonably withheld), at any time assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that (i) no written consent of the Borrower Company shall be required during the existence of a Default or an Event of Default; (ii) no written consent of the Company or the Agent or the Swingline Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is a United States Affiliate of such Bank or another Bank; and (iii) except in connection with an assignment of all of a Bank's rights and obligations with respect to its Commitment and Loans, any such assignment (A) to an Eligible Assignee that is a Bank or an Affiliate of a Bank hereunder shall be equal to or greater than $5,000,000 or (B) to an Eligible Assignee that is not a Bank or an Affiliate of a Bank hereunder shall be equal to or greater than $10,000,000; and (iv) each such partial assignment shall be of a ratable part of the Loans, the Commitment and the other interests, rights and obligations hereunder of such assigning Bank; and provided further, however, that the Company, the Swingline Bank and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (iA) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and Acceptance Agreement substantially in the form of Exhibit E (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment; (B) a written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, in substantially the form of the Notice of Assignment and Acceptance attached as Schedule 1 to the Assignment and Acceptance, shall have been given to the Borrower Company and the Agent by such Lender Bank and the Assignee; and (iiC) such Lender and its the assignor Bank or Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; and (D) the Agent, the Swingline Bank and the Company each shall have provided any required consent to such assignment in accordance with this Section. In connection with any assignment by BofA, its Swingline Commitment may be assigned in whole (and not part) and only in connection with an assignment transaction involving an assignment of all of its Commitment and Loans, and the Assignment and Acceptance may be appropriately modified to include an assignment and delegation of its Swingline Commitment and any outstanding Swingline Loans.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), the Letter of Credit Issuer (which consent shall not be unreasonably withheld), and, if no Default or Event of Default exists, with the written consent of the Borrowers’ Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Borrowers’ Agent shall be required in connection with any assignment and delegation by a Lender to another Lender, to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment ), and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Any assignment in violation of this Section 12.2 shall be null and void.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co (which in each case, such consent shall not to be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or LS&Co shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, hereunder in a minimum amount of $5,000,000 5,000,000, or in a minimum amount of $1,000,000 in the case of an Assignee that is already a Lender (provided thatexcept that in any case (A) no minimum will apply to an assignment of the entire remaining amount of the assigning Lender’s Loans, Commitments and other rights and obligations hereunder, and (B) unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower LS&Co and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower LS&Co and the Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Notwithstanding the foregoing, any minimum amount of any assignment or delegation and any minimum Commitment to be retained by any assignor Lender pursuant to the immediately preceding sentence may be waived by the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co, each acting in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and the Borrowers’ Agent (which consent shall not be unreasonably withheld and shall not be required if a Default or Event of Default exists), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 7,500,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0007,500,000); provided, however, that the Borrower Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment ), and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of the Borrower (so long as no Event of Default exists) and the Agent (which consent consent, in either case, shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof (provided that, unless an assignor assigning Lender has assigned and delegated all of its Loans and CommitmentsCommitments (in which case the minimum amounts and multiples described above shall not apply), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance substantially in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor assigning Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000; provided however that no such processing fee shall be due if a Lender is assigning 100% of its Loans and Commitment to an Affiliate of such Lender. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheldwithheld or delayed) and the consent of the Borrower Representative (which consent shall not be unreasonably withheld or delayed and which consent shall not be required so long as an Event of Default has occurred and is continuing), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Borrower Representative shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Representative and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Representative and the Agent an Assignment and Acceptance in the form of Exhibit F H (“"Assignment and Acceptance”") duly executed by such Lender and its Assignee, together with any note or notes subject to such assignment assignment, and such Assignment and Acceptance shall have been acknowledged by the Agent and, if required hereunder, the Borrower; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Each Lender maymay (i) assign all or a portion of its rights and obligations under this Agreement (including, a portion of its Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letter of Credit Accommodations) and the written consent other Financing Agreements to its parent company and/or any Affiliate of the Agent such Lender which is at least fifty (which consent shall not be unreasonably withheld)50%) percent owned by such Lender or its parent company, assign and delegate to an Approved Fund, or to one or more Eligible Assignees Lenders (provided that and no consent of the notice to Agent shall be required in connection with any assignment and delegation by a Lender pursuant to an Affiliate of such Lender) this clause (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000i)); providedPROVIDED, howeverTHAT, that the Borrower and the Agent may continue to deal solely and directly with such Lender, and such Lender shall continue to have all of the duties and obligations, in connection with the interest so assigned to an Assignee assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have assignment has been given to the Borrower Parent and the Agent by such Lender and the Assignee; such assignee and (iiB) such Lender and its Assignee shall assignee have delivered to the Borrower Parent and the Agent an a fully executed Assignment and Acceptance Acceptance, or (ii) assign all or, if less than all, a portion equal to at least $1,000,000 in the aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of Exhibit F (“a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance”; PROVIDED, THAT, in the case of clause (ii) together with above (A) if such assignee is not a bank, Agent shall receive a representation in writing by such assignee that (1) no part of its acquisition of its Loans is made out of assets of any note employee benefit plan, or notes subject to (2) the acquisition and holding of such assignment Commitments and Loans does not constitute a non- exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code and (iiiB) unless such transfer or assignment will not be effective until recorded by Agent on the assignment is to a Lender’s AffiliateRegister. As used in this Section, the assignor Lender or Assignee has paid term "employee benefit plan" shall have the meaning assigned to it in Section 3(3) of Title I of ERISA and shall also include a "plan" as defined in Section 4975(e)(1) of the Agent a processing fee in the amount of $3,000Code.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of such a Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 2,500,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment (or, in the case of an assignor Lender which does not have a Commitment, an outstanding principal balance of Term Loans) in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000. Each of the Borrowers agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which when consent shall not be unreasonably withheld), ) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation delegate by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an "ASSIGNMENT"), in a minimum amount of $5,000,000 7,777,777.78 (provided PROVIDED that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0007,777,777.78); providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT E (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000. The Borrowers agree to promptly execute and deliver, upon or concurrently with the surrender of the existing Notes, new Notes and replacement Notes as reasonably requested by the Agent to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)) and prior consultation with the Parent, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or consultation with the Parent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and "ASSIGNMENT AND Acceptance”) "), together with any note or notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii2) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii3) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0002,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum aggregate amount of $5,000,000); provided, however, that no such assignment shall be made unless a pro rata assignment of such Lender's Loans and Commitments under, and as defined in, the Term Loan Agreement shall be made simultaneously to the same Person; and provided further, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, -------- of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to -------- ------- deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F E --------- (“"Assignment and Acceptance”) together with any note or notes subject to such assignment "); and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has --------------------------- paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)15,000,000; provided, however, that the each Borrower and the -------- ------- Agent may continue to deal solely and directly with such Lender in connection with the interest so S-50 Second Amended and Restated Credit Agreement assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together --------- with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, (i) with the written consent of the Agent Borrower (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required if any Event of Default has occurred and is continuing), and (ii) with the written consent of the Co- Agents (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no which consent of the Agent shall not be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) ), assign and delegate to one or more Eligible Assignees (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent Co-Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent Co-Agents by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent Co-Agents an Assignment and Acceptance in the form of Exhibit F H (“"Assignment and Acceptance”") together with any note Note or notes Notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent Co- Agents a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and, if no Default or Event of Default has occurred and is continuing, the Borrowers’ Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent or the Borrowers’ Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, Commitments no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F G (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a1) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and if no Default or Event of Default exists with the written consent of Daisytek (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Daisytek shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 and integral amounts of $1,000,000 in excess thereof or all of such assigning Lender's Revolving Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Agent an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes Revolving Loan Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000 (provided that the Agent may, in its discretion, waive such fee in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Revolving Loan Notes as reasonably requested by the Agent to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and Borrower Representative (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrowers shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that if a Default or Event of Default has occurred and is continuing, the Borrower consent of the Borrowers shall not be required; provided, further, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Representative and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Representative and the Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a1) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and, so long as no Default or Event of Default exists, of the Borrower (which consent shall not be unreasonably be withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the -------- Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments -------- Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an -------- assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that -------- ------- the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F H (“an "Assignment and Acceptance”") together with any note --------- ------------------------- Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000. The Borrowers agree to promptly execute and deliver new or replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)1,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”) "), together with any note or notes notes, if any, subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Parent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000. The Borrowers agree to promptly execute and deliver new Notes and replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees or Approved Funds (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) except as otherwise provided that in the last sentence of this Section 13.7(a), such transfer or assignment will not be effective until recorded by Agent on the Register (as defined below), (ii) no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or an Approved Fund, and (iii) (each an “Assignee”) allAgent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000, or provided, that, such fee shall not be applicable to any ratable part of all, assignments made to Affiliates of the Loansassigning Lender or Approved Funds. Notwithstanding anything contained to the contrary in this Section 13.7(a), a Lender may assign any or all of its rights under the Commitments and the other rights and obligations Financing Agreements to an Affiliate of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless or an assignor Lender has assigned Approved Fund without delivering an Assignment and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Acceptance to the Agent or to the Borrowers; provided, however, that (A) the Borrower Borrowers and the Agent may continue to deal solely and directly with such assigning Lender in connection with until an Assignment and Acceptance has been delivered to the interest so assigned Agent for recordation on the Register, (B) the failure of such assigning Lender to deliver an Assignee until (i) written notice Assignment and Acceptance to Agent shall not affect the legality, validity, or binding effect of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (iiC) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance between the assigning Lender and an Affiliate of such Lender or an Approved Fund of such Lender shall be effective as of the date specified in the form of Exhibit F (“such Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an "Assignment"), in a minimum amount of $5,000,000 7,777,777.78 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0007,777,777.78); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.5,000; provided, further, that the Lenders acknowledge and agree that, on the Closing Date, each Lender is also a "Lender" (as defined by the MRC Loan Agreement) under the MRC Loan Agreement with a "Pro Rata Share" (as defined by the MRC Loan Agreement) under the MRC Loan Agreement identical to its Pro Rata Share hereunder, and the Lenders further agree that, in addition to and without limiting the foregoing requirements for an Assignment, no such Assignment shall be made unless, simultaneously with the effectiveness of any Assignment, the assignor Lender effects an "Assignment" (as defined by the MRC Loan Agreement) to such Assignee under the MRC Loan Agreement and thereby assigns and delegates to such Assignee, as an "Assignee" under the MRC Loan Agreement, all or a ratable part of all, as the case may be, of the "Revolving Loans" and "Commitments" (as such terms are defined by the MRC Loan Agreement) and the other

Assignments; Participations. (a) Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)) and, so long as no Event of Default has occurred and is continuing, prior written consent of Bxxxxxxxx, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender Lxxxxx and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consents shall not be unreasonably withheld or delayed) and so long as no Event of Default has occurred and is continuing, with the written consent of the Borrower (which consent shall not be unreasonably withheldwithheld or delayed); provided, that the Borrower may not withhold its consent to an Eligible Assignee or to an assignment solely on the basis that the Eligible Assignee may have a claim under Section 4.1 if that claim is also available to the same extent to the Assigning Lender), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrower shall be required in connection with any assignment and delegation delegation, by a Lender to an Affiliate of such Lender) Lender that is an Eligible Assignee (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Revolving Credit Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 U.S.$5,000,000 (and increments of U.S.$1,000,000 in excess of such amount) (or the Equivalent Amount thereof in CDN Dollars) (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and CommitmentsRevolving Credit Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Revolving Credit Commitment in a minimum amount of $5,000,000U.S.$5,000,000 (or the Equivalent Amount thereof in U.S. Dollars); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in substantially the form of Exhibit F A (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless except for any replacement of a Non-Consenting Lender by the assignment is to a Lender’s AffiliateBorrower, in as such case the Borrower shall pay, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender Bank may, with the written consent of the Agent Agent, each Issuing Bank to whom obligations are owed in respect of Letters of Credit issued by it and (unless a Default or Event of Default has occurred and is continuing) Borrower, which consent of Agent, such Issuing Bank and the Borrower shall not be unreasonably withheld)withheld or delayed, at any time assign and delegate to one or more Eligible Assignees (provided that no banks or other entities and may, with notice to Borrower and Agent but without the consent of the Agent shall be required in connection with Borrower or Agent, assign to any assignment and delegation by a Lender to an Affiliate of such Lender) its Affiliates or any other Bank (each an “Assignee”) all"ASSIGNEE"), all or any ratable part of all, of the LoansAdvances, the Commitments Revolving Credit Commitment, any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Bank hereunder; PROVIDED, HOWEVER, that such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower and the Agent) of One Million Dollars ($1,000,000) (or, if less, the full amount of such assigning Bank's Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender Bank hereunder); PROVIDED, in a minimum amount further, that (i) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.12 or 2.13 by reason of $5,000,000 any such assignment; (provided that, unless an assignor Lender has assigned ii) Borrower and delegated all of its Loans and Commitments, no such assignment and/or delegation Agent shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may entitled to continue to deal solely and directly with such Lender Bank in connection with the interest interests so assigned to an the Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Borrower and the Agent by such Lender Bank and the Assignee; and (iiiii) such Lender and Bank shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or 75 69 obligations until the Assignee shall have delivered to the Borrower and the Agent an Assignment agreement to be bound by the terms and Acceptance conditions of this Agreement (which agreement shall be substantially in the form of Exhibit F (“Assignment M) and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has Bank shall have paid to the Agent a processing fee to Agent in the amount of Two Thousand Dollars $3,0002,000, and thereupon shall be released from its obligations with respect to the assigned portion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co (which in each case, such consent shall not to be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or LS&Co shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, hereunder in a minimum amount of $5,000,000 5,000,000, or in a minimum amount of $1,000,000 in the case of an Assignee that is already a Lender (provided thatexcept that in any case (A) no minimum will apply to an assignment of the entire remaining amount of the assigning Lender’s Loans, Commitments and other rights and obligations hereunder, and (B) unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower LS&Co and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower LS&Co and the Agent an Assignment and Acceptance Assumption Agreement in the form of Exhibit F E (“Assignment and AcceptanceAssumption”) together with any note or notes subject to such assignment and (iii) unless any forms, certificates or other evidence with respect to United States federal income tax withholding matters that the assignment is Assignee may be required to a Lender’s Affiliate, the assignor Lender or Assignee has paid deliver to the Agent a processing fee in the amount of $3,000.pursuant to Section 12.10, and

Assignments; Participations. etc. (a) Any Lender Bank may, with the written consent of the Company, the Agent (and the Issuing Bank, which consent of the Company shall not be unreasonably withheld), at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Lender Bank to (x) an Eligible Assignee that is an Affiliate of such LenderBank or (y) another Bank (each an “"Assignee”")) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers, the Agent and the Agent Issuing Bank may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company, the Agent and the Agent Issuing Bank by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Borrowers, the Agent and the Agent Issuing Bank an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; and provided, further, each Bank's Pro Rata Share shall be the same in each type of Commitment.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)15,000,000; provided, however, that the -------- ------- each Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment --------- and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and if no Default or Event of Default exists with the written consent of the Borrowers (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent or the Borrowers shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000 and integral amounts of $5,000,000 in excess thereof or all of such assigning Lender's Revolving Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes Revolving Loan Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 (provided that the Administrative Agent may, in its discretion, waive such fee in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Revolving Loan Notes in exchange for existing Revolving Loan Notes as reasonably requested by the Administrative Agent to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with Subject to the written consent provisions of the Agent (which consent shall not be unreasonably withheldsubsection 11.20(h), each Bank may assign and delegate to one or more Eligible Assignees (provided that no consent all or a portion of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations of such Lender hereunderunder this Agreement (including, in a minimum amount of $5,000,000 (provided thatwithout limitation, unless an assignor Lender has assigned and delegated all or any portion of its Loans and Pro Rata Share of the Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000the Loans owing to it and the Note held by it); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice any such assignment (other than any assignment to an existing Bank) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such assignmentBank) of the Commitments or an integral multiple of $1,000,000 in excess thereof, (ii) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Revolving Loan facility, (iii) each such assignment shall be to an Eligible Assignee and (iv) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording in the Register, an assignment and acceptance in form customary and reasonably satisfactory to Agent (an "Assignment and Acceptance"), together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note Note or notes Notes subject to such assignment and a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (iiix) unless the assignment is to assignee thereunder shall be a Lender’s Affiliateparty hereto and, the assignor Lender or Assignee has paid to the Agent extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a processing fee Bank hereunder and (y) the Bank 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 amount case of $3,000an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the LoansRevolving Loans and risk participations in Letters of Credit, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and risk participations in Letters of Credit and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Each Borrower agrees to promptly execute and deliver promissory notes and replacement promissory notes as reasonably requested by the Agent or any Lender to evidence assignments of the Revolving Loans and risk participations in Letters of Credit and Commitments in accordance herewith. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its offices in the United States a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the 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 Borrowers, 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 Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Assignments; Participations. (a) Any Lender may, with the written consent of Administrative Borrower, the Agent Administrative Agent, the Swingline Lender and the Letter of Credit Issuer (which consent consents shall not be unreasonably withheld), ) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent Administrative Borrower shall be required in connection with the primary syndication of the Loans and Commitment hereunder or any assignment and delegation by a Lender to another Lender or an Affiliate of such Lendera Lender or after the occurrence and during the continuance of an Event of Default) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an “Assignment”), in a minimum amount (as determined on an aggregate basis, for all Assignments made substantially contemporaneously) and integral multiple of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment Assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0001,000,000 (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the event of concurrent assignments to Related Funds)); provided, however, that the Borrower Loan Parties and the Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignmentAssignment, together with payment instructions, addresses addresses, and related information with respect to the AssigneeAssignee (including applicable tax forms), shall have been given to the Borrower Loan Parties and the Administrative Agent by such Lender and the Assignee; (ii) such Lender the parties to each Assignment shall execute and its Assignee shall have delivered deliver to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with any note the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or notes subject to such assignment reduced in the sole discretion of the Administrative Agent) and (iii) unless the assignment is to Assignee, if it shall not be a Lender’s Affiliate, shall deliver to the Administrative Agent an Administrative Questionnaire and any applicable certifications required under Section 5.1(e). If required, the assignor Lender Loan Parties agree to promptly execute and deliver, upon or Assignee has paid concurrently with the surrender of the existing Notes, substitute Notes as reasonably requested by the Administrative Agent to evidence assignments of the Agent a processing fee Revolving Loans and Commitments in the amount of $3,000accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)) and written consent of Borrowers so long as no Event of Default has occurred and is continuing, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F “C” (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) (i) Any Lender may, with prior written notice to the Agent and Phar-Mor and the prior written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (10,000,000; provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, that after giving effect theretoto such assignment, such assignor Lender retains a Commitment in a minimum the aggregate amount of the Loans, Commitments and other rights and obligations held by such Lender is not less than $5,000,000)10,000,000; provided, howeverfurther, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignmentassignment shall have been given to Phar-Mor and the Agent by such Lender, together with and payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Borrower and the Agent by such Lender and the Assignee; , (iiB) such Lender and its Assignee shall have executed and delivered to the Borrower Phar-Mor and the Agent an Assignment and Acceptance in the form of Exhibit F 13.3 (“the "Assignment and Acceptance”) together with any note or notes subject to such assignment "), and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0002,500.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld) and, unless a Default has occurred and is continuing with the written consent of the Borrower (such consent of the Borrower not to be unreasonably withheld), assign and delegate to one or more Eligible Assignees assignees that are commercial banks, other financial institutions or a purchaser or successor in interest to substantially all of a Lender's loan portfolio (provided that no written consent of the Agent or the Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or to such purchaser or successor in interest) (each an “"Assignee”") all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 15,000,000 (provided thatexcept that each Person which is a Lender as of the Closing Date may, unless an assignor Lender has assigned and delegated all of its Loans and Commitmentson a one-time basis, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in assign a minimum amount of $5,000,000)10,000,000) or if less the entire amount of such Lender's Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F D (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith; provided that execution and delivery thereof at such time as a Responsible Officer of Borrower is otherwise available at a location outside of the State of Florida shall be deemed sufficiently prompt, unless the Assignee shall have tendered to Borrower such amount as shall be due in respect of any taxes payable in respect of such notes deemed to be executed and delivered in the State of Florida.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, so long as no Default or Event of Default then exists, Fleetwood (which consent consents of the Agent and Fleetwood shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Revolving Credit Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Revolving Credit Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Revolving Credit Commitment in a minimum amount of $5,000,000)10,000,000; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Revolving Credit Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Each Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F A (“"Assignment and Acceptance”) together with any note or notes subject to such assignment and "), which, upon the receipt thereof, the Agent shall acknowledge; (iii) unless the assignment is Assignee executes and delivers to the First Lien Agent and First Lien Co-Agent a Lender’s Affiliate, written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; (iv) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; and (v) such Lender or the Assignee delivers the Registered Note, if any, evidencing such assigned Loan to the Agent for re-registration and (at the Assignee's option) reissuance of a replacement Registered Note; provided, however, that no such processing fee as required by (iv) above shall be due in connection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund (provided that the Lender provides a certificate to Agent evidencing that such Assignee qualifies as a Related Fund).

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (and Westlake, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that (i) no consent of the Agent or Westlake shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender, another Lender or an Approved Fund, (ii) Westlake shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five (5) Business Days after having received notice thereof; and (iii) no consent of Westlake shall be required if an Event of Default has occurred and is continuing at the time of such assignment ) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000, or, if less, all of such Lender’s Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F or otherwise satisfactory to the Agent (“Assignment and Acceptance”) together with any note or notes notes, if any, subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Revolving Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of Agent, assign all or, if less than all, a portion equal to at least $5,000,000 in the Agent aggregate for the assigning Lender (which consent shall not be unreasonably withheldor in the case of Tranche B Loan Lender, a portion equal to at least $1,500,000), assign of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that no consent but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (ii) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000, provided, that, such fee shall not be applicable to any assignments made to Affiliates of the Agent shall be required assigning Lender or Approved Funds. Notwithstanding anything to the contrary contained in connection with this Section 14.7(a), Tranche B Loan Lender may assign any assignment and delegation by a Lender or all of its rights under the Financing Agreements to an Affiliate of such Lender) (each Tranche B Loan Lender or an “Assignee”) allApproved Fund of Tranche B Loan Lender without the prior written consent of Agent and without delivering an Assignment and Acceptance to Agent or Borrower, or any ratable part of allprovided, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the (i) Borrower and the Agent may continue to deal solely and directly with such Tranche B Loan Lender in connection with until a fully executed Assignment and Acceptance has been delivered to Agent for recordation on the interest so assigned to an Assignee until (i) written notice of such assignmentRegister, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such the failure of Tranche B Loan Lender and its Assignee shall have delivered to the Borrower and the Agent deliver an Assignment and Acceptance in to Agent or Borrower shall not affect the form legality, validity or binding effect of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor an Assignment and Acceptance between Tranche B Loan Lender and an Affiliate of Tranche B Loan Lender or Assignee has paid to an Approved Fund of Tranche B Loan Lender shall be effective as of the Agent a processing fee date specified in the amount of $3,000such Assignment and Acceptance.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided PROVIDED that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an "ASSIGNMENT"), in a minimum amount of $5,000,000 2,222,222.22 (provided PROVIDED that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0002,222,222.22); providedPROVIDED, howeverHOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; and (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT E (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note Note or notes Notes subject to such assignment assignment; PROVIDED, FURTHER, that the Lenders acknowledge and agree that, on the Closing Date, each Lender is also a "Lender" (iiias defined by the Metals Loan Agreement) unless under the assignment is Metals Loan Agreement with a "Pro Rata Share" (as defined by the Metals Loan Agreement) under the Metals Loan Agreement identical to a Lender’s Affiliateits Pro Rata Share, and the Lenders further agree that, in addition to and without limiting the foregoing requirements for an Assignment, no such Assignment shall be made unless, simultaneously with the effectiveness thereof, the assignor Lender effects an "Assignment" (as defined by the Metals Loan Agreement) to such Assignee under the Metals Loan Agreement and thereby assigns and delegates to such Assignee, as an "Assignee" under the Metals Loan Agreement, all or Assignee has paid to a ratable part of all, as the Agent case may be, of the "Revolving Loans" and "Commitments" (as such terms are defined by the Metals Loan Agreement) and the other rights and obligations of such assignor Lender as a processing fee in "Lender" (as defined by the amount Metals Loan Agreement) under the Metals Loan Agreement, so that at all times the Pro Rata Share of $3,000each Lender, and the "Pro Rata Share" (as defined by the Metals Loan Agreement) of each Lender as a "Lender" under the Metals Loan Agreement, respectively, shall be identical.

Assignments; Participations. (a) Any Lender may, with (x) the written consent of the Agent Borrowers (which consent shall not be required so long as any Event of Default has occurred and is continuing and which consent shall not be unreasonably withheld)) and (y) the written consent of the Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum 10,000,000 or if less the entire amount of $5,000,000)such Lender's Commitment; provided, however, that BankAmerica Business Credit, Inc. shall not assign Commitments in amounts which would cause its retained Commitment to be less than $10,000,000 and provided further that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Loan Party and the Agent an Assignment and Acceptance in the form of Exhibit F E (“an "Assignment and Acceptance”") together with any note Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000 (provided that the Agent may waive such fee in its discretion in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers, which consent shall not be unreasonably withheldreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees assignees (provided provided, that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum or if less the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) ii such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F G (“"Assignment and Acceptance”) together with any note or notes subject to such assignment "); and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Administrative Agent and, so long as there is no Default or Event of Default that has occurred and is continuing (which consent such approval shall not be unreasonably withheldwithheld or delayed), the Company, assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance”; provided, that, (i) together with any note such transfer or notes subject to such assignment will not be effective until recorded by Administrative Agent on the Register and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0003,500. Administrative Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Administrative Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Administrative Agent and 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 Company and any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 2,500,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)2,500,000; provided, however, that the Borrower Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F D (“"Assignment and Acceptance”) together with any note or notes subject to such assignment "); and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0002,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and with the written consent of the Parent (which consent shall not be unreasonably withheld and shall not be required during the continuance of an Event of Default), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent or the Parent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Participations and the Commitments and the other rights and obligations of such Lender hereunder; PROVIDED that the same percentage of all Loans, Participations and Commitments must be assigned such that no Lender or Assignee will have a disproportionate interest in any of the Credit Facilities, in a minimum amount of $5,000,000 10,000,000 or the Foreign Currency Equivalent thereof (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000 or the Foreign Currency Equivalent thereof); providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.any

Assignments; Participations. (a) Any Lender may, with the written consent of the Collateral Agent (and, unless an Event of Default exists, Parent, in each case which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Collateral Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Collateral Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers’ Agent and the Collateral Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers’ Agent and the Collateral Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”) together with any note or notes subject to such assignment "), and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Collateral Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent and (ii) so long as no Specified Default has occurred and is continuing, the Borrower (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate of a Lender and (y) the Borrower shall be deemed to have consented to any such Lenderassignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in Acceptance; (C) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiD) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lenders and the Letter of Credit Issuers, and (iii) so long as no Event of Default pursuant to paragraph (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing, the Borrowers’ Agent (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate or branch of such a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 5,000,000; provided that (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iw) written notice of such assignment, together with payment instructions, addresses and related information 192 with respect to the Assignee, shall have been be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (iix) such Lender and its Assignee shall have delivered deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in Acceptance; (y) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 or if less the entire amount of such Lender's Commitment and Loans (provided thatprovided, that unless an assignor Lender has assigned and delegated all of its Loans Commitment and CommitmentsLoans, no such assignment and/or delegation shall be permitted unless, after giving effect theretoto such assignment and/or delegation, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrower, Parent and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the 123 Borrower (on behalf of the Borrower and Parent) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower (on behalf of the Borrower and Parent) and the Agent an Assignment and Acceptance in substantially the form of Exhibit F G (“"Assignment and Acceptance”) "), together with any note or notes the Term Loan Note subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Majority Lenders and the Administrative Agent (in each case, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required during the existence of an Event of Default or in connection with any assignment and delegation by a Lender to its Affiliate, another Lender or to an Affiliate of such Lendera Lender or during the existence of an Event of Default) (each an “"Assignee”") all, or any ratable part of all, of the New Term Loans, the Commitments New Term Loan Commitments, the Secured Swap Obligations, the LC Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its New Term Loans and New Term Loan Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a New Term Loan Commitment in a minimum amount of $5,000,0001,000,000); provided, however, that the Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned HOUSTON\2261364 to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit F C (“"Assignment and Acceptance”") together with any note or notes subject in such other form reasonably acceptable to such assignment and the Administrative Agent, (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 and (iv) such assignment has been reflected in the Register.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an "ASSIGNMENT"), in a minimum amount of $5,000,000 7,777,777.78 (provided PROVIDED that, unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0007,777,777.78); providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT E (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note Note or notes Notes subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum 10,000,000 or if less the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT H (“"Assignment and Acceptance”") together with any note Note or notes Notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. Unless there shall have occurred an Event of Default, the Borrower shall not be responsible for payment of the Agent's or any Lender's Attorney Costs in connection with any such assignment.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of allpart, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to execute and deliver promptly new promissory notes and replacement promissory notes, on the same terms as the outstanding notes, as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments Revolving Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 or such lesser amount if (provided that, unless an assignor Lender has assigned i) such assignment and delegated delegation is of all of its Loans the Loans, the Revolving Commitment and Commitments, no other rights and obligations of such Lender hereunder or (ii) such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)is to another Lender; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (ix) written notice of such assignment, together with payment instructionsinstructions and addresses of such Assignee, addresses such forms as may be required from the Assignee by Section 5.1(f) and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the AssigneeAssignee (as applicable); (iiy) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F C (“Assignment and Acceptance”) together with any note or notes subject ), which shall contain, among other things, a provision giving ASB the right to such assignment repurchase at anytime all of the Loans, the Revolving Commitment and other rights and obligations of the Assignee at par plus accrued interest and fees and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.5,000. 91

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, subject to the proviso below, the Parent (which consent shall not be unreasonably withheld, conditioned or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Parent shall be required in the event that a Default or Event of Default has then occurred and is continuing and no consent of the Agent or the Parent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000 and integral amounts of $5,000,000 in excess thereof or all of such assigning Lender's Loans and Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment Commitments in a minimum aggregate amount of $5,000,00010,000,000); provided, however, that the Borrower Obligated Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Obligated Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Obligated Parties and the Agent an Assignment and Acceptance in the form of Exhibit F (“an "Assignment and Acceptance”") together with any note or notes Note subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000 (provided that the Agent may, in its discretion, waive such fee in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or if such Lender merges, consolidates or sells or transfers substantially all of its loan portfolio) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount (in the aggregate with assignments of International Loans and International Commitments) of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of (in the aggregate with its International Commitment) of $5,000,00010,000,000); provided, however, that the each Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Each Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $10,000,000 in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees or Approved Funds (provided that no but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, such transfer or assignment will not be effective until: (i) it is recorded by Agent on the Register; and (ii) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the consent of the Borrowers or Agent shall not be required, the minimum assignment amount shall not be applicable, an Assignment and Acceptance shall not be required to be delivered to, accepted by or recorded by Agent on the Register in order to be effective, valid, binding and enforceable and payments of the processing fee shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of a Lender or (y) such assignment and delegation is made by a Term Loan Lender with regard to an Affiliate of such Lender) (each an “Assignee”) all, all or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all portion of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)Term Loan Commitment; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (i) such time as written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, assignment shall have been given delivered by the assigning Lender or the assignee to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) Agent. The foregoing notwithstanding, unless the assignment is to a Lender’s AffiliateTerm Loan Lenders exercise their rights under Section 10.2(d) or the Revolving Loan Facility has been terminated, Congress agrees that it shall hold not less than 33 1/3% of the assignor Lender or Assignee has paid to Revolving Loan Commitments and Congress and The CIT Group/Business Credit, Inc. agree that they shall hold, collectively, not less than 66 2/3% of the Agent a processing fee in the amount of $3,000Revolving Loan Commitments.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments -------- and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that -------- ------- the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F D (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, --------- ------------------------- the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000.

Assignments; Participations. (a) Any Lender Purchaser may, with the --------------------------- advance written consent of the Agent (Transferor at all times other than during the existence of a Termination Event, which consent of the Transferor shall not be unreasonably withheld), and the Agent, at any time assign and delegate to one or more Eligible Assignees (provided that no consent of the Transferor or the Agent shall be required in connection with any assignment and delegation by a Lender Purchaser to an Eligible Assignee that is an Affiliate of such LenderPurchaser) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Purchased Interest and -------- the other rights and obligations of such Lender Purchaser hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned 10,000,000 and delegated all of its Loans and Commitments, no such assignment and/or delegation Purchaser shall be permitted unless, after giving effect thereto, such assignor Lender retains concurrently therewith assign a Commitment ratable portion in a minimum amount of $5,000,000)the Mattel Credit Agreement; provided, however, that the Borrower -------- ------- Transferor and the Agent may continue to deal solely and directly with such Lender Purchaser in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Transferor and the Agent by such Lender Purchaser and the Assignee; (ii) such Lender Purchaser and its Assignee shall have delivered to the Borrower Transferor and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) executed assignment together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender Purchaser or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of Parent, the Agent Administrative Agent, the Swingline Lender and the Letter of Credit Issuer (which consent consents shall not be unreasonably withheld), ) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent Parent shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of such a Lender, during the primary syndication of the Commitments and/or the Revolving Loans to Persons identified by the Administrative Agent to the Borrower on or prior to the Closing Date and reasonably acceptable to the Borrower, or after the occurrence and during the continuance of an Event of Default) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an “Assignment”), in a minimum amount of $5,000,000 2,500,000 (provided that, (i) unless an assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,0002,500,000 and (ii) such amount may be aggregated in respect of each Lender and its Affiliates or Related Funds); provided, however, that the Borrower Borrowers and the Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) the parties to such Lender Assignment shall execute and its Assignee shall have delivered deliver to the Borrower and the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the form sole discretion of Exhibit F (“Assignment the Administrative Agent and Acceptance”) together with any note or notes subject provided that only one such fee shall be payable in the case of concurrent assignments to persons that, after giving effect to such assignment assignments, will be Related Funds); and (iii) unless the assignment is to Assignee, if it shall not be a Lender’s Affiliate, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms and such assignment shall have been recorded pursuant to paragraph (e) of this Section 13.3. If required, the assignor Lender Borrowers agree to promptly execute and deliver, upon or Assignee has paid concurrently with the surrender of the existing Notes, new Notes and replacement Notes as reasonably requested by the Administrative Agent to evidence assignments of the Agent a processing fee Revolving Loans and Commitments in the amount of $3,000accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), ) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that10,000,000 and, unless an assignor if the remaining Commitment of such Lender has assigned and delegated all of its Loans and Commitmentswould be less than $10,000,000, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum the entire amount of $5,000,000)such Lender's Commitment; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F D (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent and (ii) so long as no Specified Default has occurred and is continuing, the Borrower (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate of a Lender and (y) the Borrower shall be deemed to have consented to any such Lenderassignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in Acceptance; (C) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiD) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. Except in the case of an assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lxxxxx’s Term Loans, all assignments shall be subject to the condition that the amount of Term Loans of the assigning Lender subject to any such assignment shall not be less than $1,000,000 unless each of the Borrower and the Agent otherwise consent.

Assignments; Participations. (a) Any Lender may, with the written consent of the General Partner (which may be withheld in its sole and absolute discretion) and the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the General Partner shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the LoansTerm Loan, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (other than in connection with any rights hereunder to receive and/or related to any Warrant and any Warrant Agreement, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation which shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000governed exclusively by Section 9.14); provided, however, provided that the Borrower Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (ix) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall have been given to the Borrower General Partner and the Agent by such Lender and the Assignee; and (iiy) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in a form reasonably acceptable to the form of Exhibit F Agent (“Assignment and Acceptance”) together with any note Term Note or notes Term Notes subject to such assignment and (iii) unless assignment. Notwithstanding the assignment is foregoing, no consent of any Borrower or the General Partner to a Lender’s Affiliate, proposed assignment shall be required at any time that an Event of Default exists and the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Obligations have been declared due and payable under Section 11.2.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably delayed or withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000)10,000,000; providedPROVIDED, howeverHOWEVER, that the Borrower Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the except for an assignment is to a Lender’s an Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Administrative Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 or if less the entire amount of such Lender's Commitment (provided provided, that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, no such assignment and/or delegation shall be permitted unless, after giving effect theretoto such assignment and/or delegation, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Credit Parties and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Credit Parties and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Credit Parties and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F E (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000 or if less the entire amount of such Lender's Commitment and Loans (provided thatprovided, that unless an assignor Lender has assigned and delegated all of its Loans Commitment and CommitmentsLoans, no such assignment and/or delegation shall be permitted unless, after giving effect theretoto such assignment 129 and/or delegation, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that the Borrower Borrower, Parent and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower (on behalf of the Borrower and Parent) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower (on behalf of the Borrower and Parent) and the Agent an Assignment and Acceptance in substantially the form of Exhibit F G (“"Assignment and Acceptance”) "), together with any note or notes the Term Loan Note subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and the written consent of Foamex (which consent shall not be unreasonably withheld and shall not be required if an Event of Default has occurred and is continuing), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent or Foamex shall be required in connection with any assignment and delegation by a Lender to another Lender or to an Affiliate of such a Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and ), (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 and (iv) such assignment has been reflected in the Register.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit EXHIBIT F (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500 (unless such assignment is made in connection with the Initial Syndication). The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent and, unless an Event of Default has occurred and is continuing, LS&Co (which in each case, such consent shall not to be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or LS&Co shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, hereunder in a minimum amount of $5,000,000 5,000,000, or in a minimum amount of $1,000,000 in the case of an Assignee that is already a Lender (provided thatexcept that in any case (A) no minimum will apply to an assignment of the entire remaining amount of the assigning Lender's Loans, Commitments and other rights and obligations hereunder, and (B) unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); providedPROVIDED, howeverHOWEVER, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower LS&Co and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower LS&Co and the Agent an Assignment and Acceptance in the form of Exhibit F EXHIBIT E (“Assignment and Acceptance”"ASSIGNMENT AND ACCEPTANCE") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunderhereunder (provided that, in all cases, the Loans assigned by the assignor Lender shall be composed of pro-rata portions of the assignor Lender's Commitment), in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”) together with any note or notes subject to such assignment and "); (iii) unless the assignment is Assignee executes and delivers to the First Lien Agent and First Lien Co-Agent a Lender’s Affiliate, written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; and (iv) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to another Lender or an Affiliate of such LenderLender or a Related Fund) (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Term Loans and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 2,500,000 or, if less, all of the Term Loans of such Lender (except such minimum shall not apply to an Affiliate of a Lender or a Related Fund); provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsTerm Loans, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment portion of the outstanding principal balance of the Term Loans in a minimum an aggregate amount of not less than $5,000,000)2,500,000; provided, however, that the Borrower Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F C, or such other form that is reasonably acceptable to the Administrative Agent (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,0005,000 (the payment of such fee shall not be required if the Assignee is an Affiliate of a Lender or a Related Fund). Each of the Borrowers agrees to promptly executed and deliver Registered notes as reasonably requested by the Administrative Agent to evidence assignments of the Term Loans in accordance herewith.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Borrower (so long as no Event of Default exists) and the Agent (which consent consent, in either case, shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or the Administrative Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of allpart, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum Commitment amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (provided that, unless an assignor assigning Lender has assigned and delegated all of its Loans and CommitmentsCommitments (in which case the minimum amounts and multiples described above shall not apply), no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,00010,000,000); provided, however, that that, the Borrower Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance substantially in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor assigning Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0005,000; provided, further, that, no such processing fee shall be due if a Lender is assigning 100% of its Loans and Commitment to an Affiliate of such Lender. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith.